Spider-Man: Ultimate Avenger
by ThatOneGirl32
Summary: What happens when Peter Parker takes the call to become an Avenger? And how will he try to cope with the newfound feelings he has for one of his teammates? On top of that, there's school, work, and the occasional saving the world. -My ideas on what will happen in season 3 of Ultimate Spider-Man- Rating may change in later chapters.
1. The Avenging Spider-Man, Part 1

**Hey everybody! I just wanted to say, I'm really nervous about this, haha. This is my very first fanfiction ever, so I decided to make it about my favourite superhero, Spider-Man :) This fanfic uses stories and characters from the Ultimate Spider-Man & Avengers Assemble show. I'll also be adding some characters from comic canon as well. This is basically what I think will happen in season 3 of the show, so I'll be posting the chapters in "episodes" which will take place over 2-4 chapters. So here's the first chapter, I hope you enjoy it!**

* * *

><p>"Hello...? Earth to Spidey..." Iron Man gestures, waving his hand in front of Spider-Man's face.<p>

_Okay Peter. I know what you can do this. Just say yes! _Peter thinks. _But I can't. The truth is, I want to... but at the same time, I don't. Well, I mean, it's not that I don't, I just have a team of my own right now and joining the Avengers would mean I would need to leave my team and join that team but my friends are awesome and the Avengers are awesome too! Geez. That was a long run-on sentence, wasn't it? I should say yes. I should say no. I should stop talking to myself._

"Is the Man of Spiders well?" Thor asks, tilting his head slightly.

Captain America walks in between Iron Man and Spider-Man and puts his hand on the masked teens' shoulder. "How about we just give him some space? Give him some time to process this. It is a huge decision, after all." Captain America says, with a smile.

"God bless America..." Peter whispers with a relief.

"What was that, son?"

"U-Uh, thanks sir!" Peter stutters. "Don't worry; I'll have an answer for you by tonight!" He turns and salutes.

"Uhh... okay. Thank you, Spider-Man," Captain America says, puzzled. "By the way, you salute with your right hand, not your left." The three Avengers walk out of the room, leaving Peter to drown in his embarrassment.

"Saluting?! Ugh, why did I do that?! I'm such an idiot!**" ** Peter says, slapping himself upside the head.

Peter buries his face in his hands when he hears four figures walk into the room.

"Hey Pete, what happened? Why were the Avengers here?" asks Luke, followed by his four other friends.

_I can't believe I just embarrassed myself in front of the Avengers! _Peter thinks._ Ugh, I bet Captain America thinks I'm a total spaz. Heh, spaz. That's such a weird word. Spaz. Spaz. Spa-_

"Peter, are you even listening?" Ava's voice snaps Peter back to reality.

"Oh, yeah, totally! Sorry, I'm just kinda... stressed, I guess. Hehe, rhyme."

"Why? What did the Avengers say?" Danny asks.

"Well... they sorta kinda asked me to be on their team." Peter shrugs. "But-"

"Really? They asked _you _to be on their team?" Sam replies, shocked.

"Hey!"

"Sorry. Didn't mean to sound so surprised."

"As your handsome team leader was saying _before _he was so rudely interrupted-" he glares at Sam. "-The Avengers asked me to be on their team. But I don't know what to say! I don't want to leave you guys! But it's the Avengers! You can't say no to the Avengers! Uugh! This is going to kill me!" Peter sprawls out on the table, clearly exasperated.

"Why don't you just be on both teams?"

The four teens stare at Sam.

"Well, it works for Wolverine! He's on like, twenty teams."

They continue to stare at him.

"Okay, I don't think my idea was _that_ bad. You can stop staring at me now." Sam exclaims with an annoyed look on his face.

"No, Sam, your idea was great! It's just... I think that's the first intelligent idea you've ever had!" Peter exclaims, his mouth agape.

"Shut it, webhead." Sam rolls his eyes.

The five teens laugh.

"I don't want to leave you guys..." Peter whispers to himself, staring at his friends.

* * *

><p>"So, what did you say?"<p>

"Well, Nick, I-"

Director Fury shoots Peter a glare.

Peter clears his throat. "Well, _Director Fury, _I don't know yet. Sam told me to just stay on this team and join that one. Do a double team kinda thing, y'know? Like Wolverine. He's on eight teams. But I think it would be too stressful for me. I've got school, and exams are coming up, plus I want to get a job to earn some extra money... I don't think being on two superhero teams would help." Peter explains, scratching the back of his head. "Plus, y'know, teenage hormones and stuff."

"Hmm. Well, kid, if it were up to me, I'd tell you to join the Avengers. You've earned it. You've grown so much from when I first recruited you. Although you kids have caused a lot of property damage, made some reckless decisions, disobeyed my orders, and-" Nick starts.

"I get it, Fury."

"-You've done well, kid. But remember, this is up to you. You choose what you like best." Fury finishes.

Peter feels all warm inside. "Aww, shucks! Thanks Nick, I didn't know you could be so sweet under that gruff exterior." He extends his arms for a hug.

"No."

"Yeah, yeah... I get it." Peter grins.

* * *

><p>"Ahh, New York. I've always loved the smell of cigarettes, coffee, and-"<p>

"SPIDER-MAN IS A MENACE!"

The masked hero nearly crashes into a billboard when J Jonah Jameson's booming voice startles him. "Geez, good morning to you too, Jonah..." he mutters.

The teen raises his voice. "Thanks a lot, Jonah! I was just in the middle of a really funny quip!" he exclaims towards the electric screen in front of him.

"SPIDER-MAN! JUST ADMIT IT! YOU'VE BEEN WORKING WITH THE GOBLIN THIS ENTIRE TIME! YOU'RE A MENACE!" Jameson spews, his face red.

Spider-Man feigns wiping spit from his face. "Okay JJJ, calm yourself. We can hear you. Listen-" Peter starts, but is interrupted by an ear-piercing shriek. "Aww, man, interrupted for the second time today? I guess New York isn't a fan of my quips, huh?" he exclaims, disappointing. "Well, as you know, ear-piercing shrieks are essentially my Bat signal. You do know who Batman is, right?" he quips. "I've gotta go now, okay? Text me!" he blows an imaginary kiss at Jameson and swings away.

Spider-Man swings past multiple buildings, away from Jameson, who is still screaming at him. "Man, that guy needs a new hobby," he says. "I'd better hurry. I don't think Iron Man would appreciate it if I were late to the meeting."

* * *

><p>"Everybody put your hands behind your head, and get down, NOW!" says a masked criminal as analyzes his surroundings, making sure listens to him. "Good."<p>

"Now you..." he turns to the banker. "Hand me everything you've got," he says. He pulls two guns out of his holster. "And make it quick."

The banker complies and begins to get money from behind the the masked man reaches out to grab the wad of cash, he realizes his arm is stuck. "What the...?" He looks up to see that it has been stopped by some strange rope-like substance. "Oh, great. Just great," he sighs.

"Hey dude, don't you know it's not very nice to take things that aren't yours?" asks Spider-Man, hanging upside down on a web line.

"No, no, **NO!**" yells the masked man, clearly angered.

"Well, don't worry then. I can teach you a lot about morals," says Spider-Man, much to the masked man's chagrin.

"This wasn't supposed to happen! **YOU WEREN'T SUPPOSED TO BE HERE!" **roars the masked man. "I just got out of jail **TWO DAYS AGO**!"

"Just got out of jail, huh...?" Spider-Man aims a web at the masked man, and pulls off his mask. "Oh geez... not you again."

The man covers his face , although it doesn't do a very good job at hiding his identity from Spider-Man. "Herman Schultz again... what a shocker," he quips.

_I've fought him once before... _he thinks. _I was wondering where he went. But I'm confused. He doesn't look very, well, Shocker-y._

"Did your battle suit shrink in the dryer or something?" asks Spider-Man. "Because I'm not gonna lie...not bringing your suit to a battle? That's _dumb._"

"Who needs a battle suit when you can just use _these?!_" He aims his guns at Spider-Man.

"You do, apparently." He simply webs the guns away from Herman's grip. "Dude, come on, I was hoping for more of a fight. I don't want Jameson shouting at me to be the highlight of my day!" He sighs. "I guess we can't all have good days, huh? Especially not you."

Spider-Man points to something behind Herman, and once he looks, he sees that a group of policeman has formed behind him.

"GET DOWN ON THE GROUND, NOW! YOU'RE UNDER ARREST!" yells a police officer.

"Stupid bug..." Herman mutters, as he gets on the ground.

"FYI, spiders aren't bugs. They're arachnids! Geez, nobody can get that right!" whines the masked teen. "Well, I'll be seeing you, Hermie, I've got a really important meeting to go to, and I don't want to be-"

A deafening boom can be heard outside as a car crashes to the ground. "NOTHING STOPS THE JUGGERNAUT!" roars a large figure from outside the bank.

"-late." He sighs. _Great... that old Parker luck again. Now I am going to be late._

* * *

><p>Fifty minutes later, Spider-Man has finally reached his destination. "Oh man..." he pants. "Ohmanohmanohman... I am <em>so <em>late! I could've gotten here earlier on my Spider-Mobile, but it got damaged in my last battle with the Goblin. I should probably ask Dr. Connors to fix that for me."

He walks towards the mansion and looks up. "Wow. That is one tall mansion. But the question is... how do I get in..?" he ponders. "They never told me how to get in. Maybe through the side? Or-"

"Boo."

Spider-Man nearly jumps out of his suit. "Aaah!"

"Oops, sorry. I didn't mean to scare you. I thought your Spider-Sense would alert you, but I guess that only works in cases of danger, huh? Although, I _am _dangerously handsome." Tony says with a smirk. "By the way, you can come down now."

Tony stares at Spider-Man, who is clenching the nearest lamp post he could find. "Oh... yeah... right." He drops down and dusts himself off. "I was just... uh, testing you."

"Yeah, yeah, sure you were. You're late."

"Yeah, I know, I'm sorry," the masked hero stammers. "There was a bank robbery, Juggernaut tried to destroy Times Square, I had to pick up some eggs for my Aunt, and-"

"Don't worry, I get it. ...So, did you make up your mind yet, kiddo?" Tony asks.

"Well, yeah... I've decided...I want to be an Avenger!" he exclaims.

* * *

><p><strong>Okay, that's the end of the first chapter, please tell me what you guys thought of it. I'm also open to any tips on how to improve! :)<strong>

**-ThatOneGirl32**


	2. The Avenging Spider-Man, Part 2

** crazyfunnygirl: Thank you, that really means a lot to me!**

** thewriterstory: Thank you for the review! :)**

** ilikehats2: Haha, I don't know if that's a good or bad whoa, but thanks anyways :)**

**Okay guys, here's the second chapter! Enjoy!**

* * *

><p>"You made the right choice, kid. We've been keeping an eye on you for quite some time now- we could use a youngster like you." Tony says.<p>

"Wow, really? I-I don't know what to say... thanks!" Spider-Man exclaims.

"No problem, kiddo. Come with me. And take off your mask, Pete. Don't worry; your secret is safe with us." Tony adds with a smirk.

"How did you... I never told you."

"Come on Peter, I do my research. We'd better hurry. You have some introducing to do." Tony replies.

Peter stares in awe as he enters the tower. "Woah..." he says, his mouth agape. The walls are a light pink, while the ceiling and floor are blue. There are multiple electric screens with the heading "Stark Industries" draped along the walls. There is also a white staircase that leads to another room, Peter guesses. Light filters into the room from the giant window placed behind the many couches off to the side. Sitting on one of these couches playing video games are two heroes Peter already knows, Clint Barton, also known as Hawkeye, and Bruce Banner, the Hulk.

"You're cheating!" Clint nearly smashes his controller.

"Come on, Clint, admitting that you're just bad at video games is always the first step to solving your problem." Bruce grins.

"I liked it better when you couldn't press the buttons." Clint mumbles, folding his arms.

"Okay children, calm down. I have an announcement to make. Welcome the newest member of the team, Spid-"

"Yeah, yeah, I know who he is. We've teamed up before, remember? Plus I'm positive he and Bruce have teamed up about 7 times." Clint waves Tony away with his hand. "Shh. I'm trying not to lose."

"And you're horribly failing at that," adds Bruce. "Welcome to the team, Peter."

Peter stares in awe at Bruce.

"Something wrong?"

"Wow... it's just weird seeing you... not huge and green, I guess." Peter scratches the back of his head.

"Thanks. I prefer this too." Bruce smiles.

"Well, now that you've met Clint and Bruce,-"

"The two _best _members of the Avengers," Clint interrupts.

Tony rolls his eyes. "I think it's time for you to meet the others. Come with me."

The two walk up a white spiral staircase and past some blue automatic doors. They walk through a long hallway, with blue walls and a marble floor.

_I still can't believe this is happening! _Peter thinks, giddy. _I'm here in Avengers tower, talking to Tony Stark! Oh man, this is awesome. And it's only been what, 5 minutes?_

"Here's our first stop." Tony knocks on the door twice before it opens, revealing a room enveloped in gold from top to bottom, with a gigantic window at the end of the room.

_This must be Thor's room, _Peter thinks.

A lone figure sits in one of the chairs placed in the centre of the room, faced towards the screen before him, playing Shakespeare's _Macbeth._

"Ah, it appears the Man of Spiders has arrived! What do you say, youngling, would you like to join me?" Thor asks.

"Uh, well, I-" Peter stammers.

"No. He wouldn't. We all know how you get with Shakespeare, Thor. We don't need him to go through any traumatic experiences on his first day as an Avenger." Tony takes Peter by the shoulders and pushes him towards the door.

"I do not understand the Midgardian distaste for Shakespeare. He is truly one of the better writers of this earth - his stories tell such a-"

"Aaaand there he goes. Be seeing you, buddy." Tony waves before leaving the room with Peter.

* * *

><p>"When you said 'traumatic experiences', what exactly did you mean?" Peter asks, confused.<p>

"You wouldn't want to know, trust me."

The two continue to walk down the hallway until they reach two big doors, which open automatically as they sense Tony's presence. Peter looks around and notices several materials placed all around the room. A treadmill, yoga mats, barbells... _This must be the gym. _Peter thinks.

Sounds of punching can be heard from the corner of the room. Peter walks towards the noise and is instantly amazed by what he sees. Sam Wilson, the Falcon, watches Steve Rogers- better known as the super soldier Captain America- repeatedly hit a punching bag. He punches it so hard that it flies across the room, landing at Peter's feet.

Steve pants heavy, sweating. "Oh, Peter! You decided to join. Great. We could definitely use a soldier like you."

Sam walks up to Peter and shakes his hand. "I'm Sam. I don't think we've met before, but I can tell you that it feels better not being the newbie anymore," he grins.

"Yeah, tell me about it. I thought I'd gotten out of it when I joined my first team, but I guess not," Peter jokes.

"Sounds like you two will get along just fine," says Steve. "Say, Peter, how about later in the week, we have a training session? One on one, you and me. I could teach you some things. You up for it?"

"Yeah, sure! Sounds great!" He looks down at the punching bag at his feet. "...And painful," he adds quietly.

"Okay... that's 6 out of 7. Where did Natasha...?" Tony ponders.

Tony's thoughts are interrupted when a blaring noise goes off, alerting Peter's spider sense.

"What the... the alarm! J.A.R.V.I.S! What's happening?" Tony asks.

A robotic voice answers his question. "Well, sir, it appears there is an unnatural amount of robot-like creatures trying to destroy Times Square. It must be a Tuesday."

The three other Avengers calmly put everything away, and walk towards the door.

"Wait! You guys aren't even a little surprised? You're acting like this kind of thing happens every 5 minutes!" Peter exclaims.

"That's because it does," Tony answers with a grin when he sees the look on Peter's face. "Suit up. We have to go."

Tony pulls a mic out of a nearby wall, and yells, "Avengers, assemble!" which echoes around each room, alerting the other Avengers that there's trouble.

The four Avengers run through the halls and back into the room that Peter first entered when he came into the tower. Everybody - except for Iron Man, who's armor is still flying towards him- is suited up, masks on, and Bruce has already transformed into the Hulk.

"This is Peter's first battle as an Avenger." Iron Man's mask clamps down. "Let's try to make it a good one."

The Avengers all rush into another room, which contains the airborne vehicle that is so famously advertised in many kids stores - the Aven-jet. At the top of the stairs stands the final member of the Avengers, Natasha Romanoff, who is already dressed in her Black Widow attire.

"What took you boys so long?" She asks, cheekily.

They all enter the Aven-jet, one by one, and take their seats. Peter takes a seat next to Natasha and Sam, while Clint takes the controls up at the front.

"Five minutes into being an Avenger and somebody's already trying to destroy New York." Clint smirks and looks back at Peter. "Lucky kid."

"Yeah..." Peter sighs. "Lucky me."

* * *

><p><strong>That's the end of chapter 2! I hope you guys enjoyed it. Please leave me a review telling me what you thought of the chapter :)<strong>

**-ThatOneGirl32**


	3. The Avenging Spider-Man, Part 3

** crazyfunnygirl: Thank you so much! :)**

** thewriterstory: I really appreciate you saying that, thank you. :)**

** ilikehats2: Don't worry, they'll be here soon. :) **

**Here's the third chapter! Enjoy!**

* * *

><p>The Aven-jet soars through the air at dangerous speeds, zooming past every cloud, making each look like a blur. Peter looks out the window to his right, trying to contain his excitement. <em>If I could swing this fast! <em>Peter thinks, awe-struck. He moves away from the window and looks beside him, where a woman with red-hair and a leather clad outfit sits.

"I don't believe we've met." Natasha says, extending her hand to shake Peter's.

"Peter. Peter Parker. Also known as the Ultimate Spider-Man!" he exclaims, puffing out his chest.

"Hmm. Cute," She replies. "My name is Natasha Romanoff. But on mission, you call me Black Widow. Alright, _Spider-Man?_"

"Yeah, I get it." He pauses for a moment. "Hey... when you say Black Widow... do you mean the type that devours their mate?"

"Of course," She replies with a grin on her face.

Peter scooches away from her a couple inches, much to her amusement.

"Alright everyone, we're here," says Hawkeye from the front seat. "I'll find a safe landing spot so we can-"

The Hulk rips off the door to the Aven-jet and jumps out. "No time for safe; it's time to SMASH!" he yells as he falls through the air.

"Hey! These are expensive, you know!" Iron Man barks at Hulk, following him out of the Aven-jet.

"Let us not make haste! We shall go do battle and come out victorious!" yells Thor, before flying out of the jet with his hammer, Mjolnir.

"Uh, yeah, what he said." says Falcon as he follows, revealing his wings as he freefalls through the air.

"Guys, no!" Captain America jumps out of the Aven-jet, leaving behind the three other members of the team. "WE NEED TO HAVE A FORMULATED PLAN!"

"Is this how you guys always do this?" Spider-Man asks.

"No, that's how _they _always do this. _I _ like to be a little more organized," replies Black Widow.

"Hey, what about me?" asks Hawkeye.

"When I said 'they', I meant you too," she says with a smirk, also gaining one from Hawkeye.

"Hmm... not sure if this is friendly banter, or flirting..." Spider-Man whispers to himself.

"What was that?" They turn back to look at Spider-Man.

"Oh! Nothing," he stammers. "You gonna land the plane?"

* * *

><p>Spider-Man, Hawkeye and Black Widow walk towards the center of Times Square, where Hulk is in the process of ripping a robot in two.<p>

Peter looks at the dismembered robots in the Hulk's hands. _I've seen these before..._

"What took you guys so long?" he grins.

"Well," Hawkeye starts. "We'd like to cause minimal property damage-" he points to the Aven-jet, now missing a door, "-plus, we can't fly."

"Fair enough. Well hurry up then, we've got SMASHING to do!" exclaims Hulk, sending a robot flying in the air with a punch.

"Did you guys figure out what these were?" asks Black Widow, trying to dodge the robots' razor-sharp talons.

"Not yet," Falcon replies, swooping in from above. He has a part of the robot's leg in his hand. "_But, _we did find out where these were made." He holds it up so everybody can see the logo printed on the robot's leg.

_Oscorp?! __But Norman is still in the Helicarrier, and we captured Doc Ock a while ago... Who's responsible for this? And what are these things?_

"Something wrong, Spider-Man?" Black Widow asks, seeing Spider-Man's reaction.

"No, it's just... Oscorp and I? Well, we go waaay back," he replies.

* * *

><p>"You got your powers from Oscorp?" asks Iron Man, who has now joined the rest of the Avengers in Times Square, along with Captain America and Thor.<p>

"Yeah... and not only that, but Norman Osborn wanted to make Super Soldiers with my blood," explains Spider-Man, receiving seven equally puzzled faces from the rest of the team.

"Weird, I know," says the masked teen. "I think these are it."

The robots look different from before, they are now dressed in a similar costume to Spider-Man's - only all black with a red outline of a spider on the front. The head of the robot is different too - the helmet has been replaced with a simple black mask, with full red lenses covering the eyes.

"DEATH TO SPIDER-MAN!" yells one of the Spider-Soldiers.

"Yep. These are definitely it," sighs Spider-Man.

"Well, we're going to need to find a way to shut them down before they can cause any more property damage," says Captain America. "Any ideas?"

"I've got one. Thor, come with me. The rest of you, hold them off for as long as you can!" demands Iron Man as he flies away to the top of Times Building.

* * *

><p>The six Avengers work together to destroy as many Spider-Soldiers as they can like clockwork. Spider-Man webs one robot and sends it to the Hulk, who then punches it over to Hawkeye, which results in him kicking it over to Falcon, who picks up the robot and flies over to Black Widow, dropping it in front of her. Black Widow takes out her guns and shoots the robot.<p>

"And _that, _boys, is how it's done," she smirks.

_Okay. That is officially the coolest thing I've ever done. _Peter thinks, giddy.

"DEATH TO SPIDER-MAN!" the damaged Spider-Soldier barks, now on the ground.

"Did I forget to send you a Christmas card or something?" asks Spider-Man. "Oops."

"DEATH TO SPID-" The robot is cut off when Captain America slams his shield into the stomach of the robot.

"That's enough of that," he says. "What's taking Iron Man and Thor so long?"

As soon as Captain America is finished his sentence, all the Spider-Soldiers drop to the ground.

"I think they're done," says Spider-Man.

"Yeah, thanks, captain obvious," replies Hawkeye, rolling his eyes.

"I apologize for the wait, my friends!" Thor calls out, carrying a machine in his hands. "Iron Man insisted on taking the elevator- as you Midgardians call it - to reach the top floor."

"I followed the signal the Spider-Soldiers were giving out, which led us to Oscorp. We couldn't go in through the window because there was some strange force field blocking us from doing so. It was pretty sad actually, smashing through windows is awesome." Iron Man explains.

"I agree," grins Hulk.

"We took the elevator to the floor that this-" he points to the machine in Thor's hands. "-was on, and Thor destroyed it with his hammer. I'm going to take it back with me to the Tower along with a robot so I can analyze them."

"All in all, I think this was a pretty successful battle," he says, assessing the damage, when a billboard crashes to the ground. "Okay, it was a _mildly _successful battle. How about less property damage next time?"

"Agreed," everyone chimes in.

"We should probably be getting back now. Spider-Man, you should go home. It's getting late," Iron Man says, turning towards Spider-Man.

"Yeah, you're right. I have school tomorrow," notes Spider-Man. "Next time robots are trying to destroy the city - _hesitate _to call!"

Spider-Man swings away, leaving the other Avengers staring at him.

"What a strange kid," says Hawkeye.

* * *

><p><strong>That's chapter 3! I hope you guys enjoyed it, please leave a review telling me what you thought.<strong>

**I probably won't be able to update for a while seeing as how I start my exams this week, so watch for Chapter 4 towards the end of the week!**

**-ThatOneGirl32**


	4. The Avenging Spider-Man, Part 4

**arashikageriverflower: This chapter will answer your question!**

** ilikehats2: You'll just have to wait and see who it is, haha :) and yeah, they're pretty chaotic.**

** gamerchick93: Thank you so much, and I'll be sure not to abandon this story, haha. Thanks for wishing me good luck! :)**

** Prosp88: Thank you, that really means a lot to me!**

** Spider-Man: Yup, I've seen that show too, and in the Avengers Assemble cartoon, he's usually with them as well, so in this I'm making him on both teams.**

** Guest: He'll usually be Hulk, I just wanted to acknowledge that Bruce exists too ;)**

** Silentman87: Thank you! And this chapter should answer your question.**

** Rebecca537: Thank you so much :)**

** Crazyfunnygirl: Thank you! I'm glad the jokes made you laugh :)**

**Thanks for all the reviews guys, you have no idea how much they mean to me :)! Hopefully this chapter will answer your questions about who the pairing is in this fic.**

**Enjoy!**

* * *

><p>Spider-Man comes through his bedroom window and plops down onto his bed, exhausted. He takes off his mask, and closes his eyes.<p>

_I can't believe I'm an Avenger now!_ he smiles, thinking about the battle earlier. _Although I wish the others were here to experience it with me... _he sighs, opening his eyes.

"Aaaah!" Peter nearly jumps onto his dresser when he sees Sam sitting on the edge of his bed, with the others behind him.

"I told you it would scare him!" says Ava, shaking her head at Sam.

"What are you guys doing here?!" asks Peter, confused. "And how did you get in without a key?" he asks, even more confused.

"We came to see how your first day as an Avenger went," Luke explains.

"And as for the key, your Aunt May gave me one to keep in case you get locked out - again." Danny says with a smirk, holding the key in his hand.

"Oh. Okay... well, next time, could you say hi without possibly making me pee my pants?"

"You peed your pants?" asks Sam.

"...No comment."

The five teens laugh, and Peter realizes how much he's going to miss this. Just the five of them together, hanging out, going on missions... but he's going to miss one thing the most. And she's sitting right in front of him.

"So," Ava says, snapping Peter back to reality. "How did your first day as an Avenger go?"

* * *

><p>"Thor likes Shakespeare?" asks Luke, laughing.<p>

"Yeah, he's obsessed!" replies Peter. "And Natasha... well, she's kind creepy." He shivers, remembering their first conversation.

"Good," grins Ava. "Everybody knows you need a woman to make sure the boys behave."

"Yeah yeah, I know..." Peter says, smirking at Ava.

"Sorry if this is a sensitive topic, but, uh..." starts Sam, changing the subject. "If you're part of the Avengers now, does this mean I get to be team leader?"

Everyone stares at him.

"Too soon?"

"No, it's not that. It's just, I don't think a guy that has a jetpack and can _already fly _should be team leader," Peter says, annoyed.

"Are you _still_ on that?" Ava rolls her eyes.

"Yes! I will be until I get my jetpack!" Peter exclaims, folding his arms.

"Patience is a virtue, Peter," Danny starts. "Either that, or you're just never going to get a jetpack," he adds, smiling.

Peter shoots an annoyed glare at Danny and the others laugh.

"Hey, you guys want to go downstairs and play some videogames?" Peter proposes." Aunt May's not coming back for a while, she's still at her yoga class. So, we could just chill for a while."

"Sure, why not?" Luke answers for everyone.

* * *

><p>Danny, Luke, and Sam sit on the couch playing against each other in Super Smash Brothers Brawl, their eyes fixated on the screen, focused on nothing else on the game.<p>

"This isn't fair! I'm losing!" Sam exclaims, to which Luke and Danny roll their eyes,

"You're the one who said that you wanted to play two against one," answers Luke.

"Well, now that I'm losing, I take it back."

Peter and Ava stand off to the stand, still talking about Peter's experiences from earlier today.

"Hey, Peter, could I talk to you? _In private?_" she asks, looking over to the boys on the couch.

"Oh, uh, sure!" he replies, walking her up the stairs to his room. _I wonder what she wants to talk about..._

They both sit down on his bed, and Ava folds her arms and looks at Peter.

"Okay, listen, there's something that I need to tell you, now that you've officially left the team," she starts.

"Yeah, sure, Ava! You can tell me anything."

"Well, Peter, I just wanted to say that you've been an exceptional team leader and an even more amazing friend to me since I met you. To be honest, once you joined the team, I'm not gonna lie, it became more, well, enjoyable," she smiles. "And... and I'm happy that you've joined the Avengers now but... I can't say that I'm not a little sad that you've left," she finishes, looking down.

_Holy crap! _Peter's eyes widen. _I can't believe it... that's exactly how I feel. Okay Pete, just be cool about this._

"Oh, well, yeah, I- uh, yeah, I know, I just- you-" he stammers.

_Smooth Pete, real smooth. _Peter thinks, wanting to bang his head on a wall.

"Thanks for your informative reply," jokes Ava.

"Sorry..." he shrugs. "What I was trying to say is I feel the same way, Ava. Being in the Avengers is awesome, but... I'm going to miss you."

"Thanks," she says with a smile.

"So... what? Do we hug now?" he asks, extending his arms.

"I had something better in mind," she grins, leaning in closer to Peter's face.

Peter and Ava's lips are merely inches away when Sam bursts into the room with Danny and Luke, and Ava jumps off the bed so quickly that Peter nearly falls off.

"You guys coming downstairs?" asks Sam, impatient.

Ava and Peter look at each other.

"Uh... yeah!" They both reply.

* * *

><p>Far away, at the New York City harbour, lies an island. This island is not well known to most civilians in New York, but it's definitely well known to most superheroes and S.H.I.E.L.D. The island is Ryker's Island, also known as a New York prison for super villains. The island holds some of the biggest super villains of New York City - Doc Ock, Sandman, anybody major villain that has done damage to New York in some way. The guards protect the prison for twenty-four hours a day, seven days a week. But they have no idea what's coming for them...<p>

A dark-haired man is escorted by two guards down a long corridor, in a full head-to-toe orange jumpsuit. He wears shackles around his hands, restraining him from trying anything sneaky. On his shackles, in large white letters, it reads, _Herman Schultz._

The guards stop when they reach the his cell.

"Wait here," commands one of the guards. "And don't try anything."

"Yeah, yeah, whatever." Herman replies.

The guard opens his cell and forcefully pushes him in.

"Hope you enjoy your stay," the guard says before slamming the door shut.

Herman waits until he can no longer hear their footsteps. He reaches for something he hid sneakily behind his ear, which was covered completely by his hair so the guards wouldn't see. He pulls it out, and it's a small object, shaped like a Bluetooth headset.

"I'm in," he whispers into the communicator. "I'll wait for your word." he says with a smirk.

* * *

><p><strong>That's all for Chapter 4. Sorry it's so short, I'm working on making the other chapters longer for next time. My exams will be finished on Monday, so expect more then :)<strong>

**-ThatOneGirl32**


	5. Cat's Cradle, Part 1

** ilikehats2: Yup, he's canon! He's Herman Schultz, also known as the Shocker.**

** Rebecca537: I'm glad you're still able to enjoy the fic even if you don't like the pairing :) Thank you!**

** oliverfrancisco:Thank you!**

** Silentman87: Thanks :)**

** ryeman200: Oh, sorry to disappoint. **

** Spider-Man: Haha, yup, pretty awkward.**

**Alright, here's the 5th chapter. Enjoy!**

* * *

><p>"Peter!" Aunt May calls from downstairs. "Peter, it's time to get up! You'll be late for school!"<p>

The teen rolls over in his bed. "Uuuuughhhh," he groans. "School. I hate school."

Peter rises in his bed and stretches. "Why didn't my alarm clock ring...?" He glances over at his alarm clock, which lays on the counter, crushed from the last time he smashed it from pressing the snooze button too hard. "Oh, right, that."

After brushing his teeth and taking a shower, he gets dressed in his favourite outfit - a white t-shirt, brown pants, and a light-blue button up shirt over his t-shirt. He makes sure his Spidey suit is well covered underneath his school clothes.

He walks downstairs, where he can hear the audio from the newscast Aunt May watches in the kitchen while she prepares breakfast.

"...fallen ill, so Alistair Smythe, once CEO of Oscorp, will be stepping in to fill Norman Osborn's role until he returns."

"I can't even imagine how Harry feels about this," she sighs. "Poor boy."

_Tell me about it... _Peter thinks. _This is the second time his dad has gone full Goblin. I should ask him how he's doing at lunch today._

"Oh, Peter!" Aunt May exclaims. "I didn't hear you come downstairs. Come on, sit, I made you breakfast."

"Thanks, Aunt May," Peter says as he takes his seat at the table. He glances at the time on the TV. _It's 7:20... that gives me enough time to go on patrol before school, right?_

Peter quickly shoves all of the food into his mouth before rushing to the door. "Thanks for breakfast, it was really good!**" **he says, although Aunt May doesn't understand a word he says with his voice muffled by the food in his mouth. He swallows before continuing. "I need to get to school early today... I have a... uh... club. See you later, Aunt May!" He hugs her before leaving.

"Teenagers," Aunt May sighs, rolling her eyes.

* * *

><p>Spider-Man swings through the city at breakneck speeds, feeling exhilarated. He checks his phone for the time. 7:35.<p>

"School starts at 8:20. That should give me enough to help an old lady across the street, right?" he asks, to no one.

He attaches another web to the closest lamp post and lands on top of it, scanning the streets for anybody in danger.

"Weird," he says, scratching the back of his head. "New York is quiet today."

"Help!" a woman yells. "She stole my purse!" She points to the thief in front of her, running away with great speed.

"Spoke too soon." Spider-Man jumps off the lamp post and makes his pursuit on the masked thief. She's dressed in an all black spandex suit similar to Spider-Man's, only difference being it doesn't cover her face, and stops in a V-shape above her chest. It's lined with white fur, the same colour as her hair.

"Great, another animal-themed villain," says Spider-Man sarcastically. "You related to Kraven by any chance? You're both rocking the whole 'fur' thing."

"Who said I was a villain?" asks the masked thief from up ahead.

"Well, stealing purses doesn't exactly make you Samaritan of the year," he jokes.

"Cute, Spider." She turns a corner, trying to shake Spider-Man off her tail.

"Okay, this has been fun and all, but I think it's time to-" The masked teen is cut off when he crashes into a building.

"Um... ow," he croaks. "I could've sworn I was swinging around that..."

"Don't you know, Spider? Crossing a Black Cat means seven years bad luck," she says with a smirk.

"Oh, I know," he replies. "I just thought _I _was supposed to be the one with bad luck."

"What...?"

Spider-Man points down to the ground, where a single web is attached to the bottom of two lamp posts.

"Argh!" she exclaims, tripping over the web, landing hard on the ground.

"I thought all cats were supposed to land on their feet," gasps Spider-Man. "Imposter!"

"You're cute, Spider," she smirks, striding away. "But not worth my time. I've got places to be. Here, take this." She throws the purse to Spider-Man. "You've kept me entertained long enough, think of it as your reward," she winks at Spider-Man. "See you later, Spider." She takes off, leaving Spider-Man very confused.

"Uhh... thanks?" he says, purse in hand.

_What was the point of all that if she was just going to give me the purse back? _He thinks. He pulls out his phone and looks at the time. _8:12! I should get going now._

* * *

><p>"Harry," says a voice as he follows Harry Osborn out of Oscorp building. "Have a good day at school."<p>

"Thanks, Mr. Smythe," Harry replies. "You know, I'm sure my dad would appreciates you filling in for him like this," he finishes, saddened at the mention of his father.

"Oh, don't worry, it's no problem. I only want the best for you and your father in such hard times like these," he says with a smile. "And please, call me Alistair."

"Uh, okay, Alistair. See you later." Harry gets into the limo waiting for him on the curb, and it drives away towards the school.

"Now, Felicia, you know it's not nice to eavesdrop," Alistair says without having to turn around.

"Sorry. It's a habit," she replies, coming out from behind a wall.

The girl, Felicia, as Alistair calls her, is dressed in a plain baby blue top that hangs off her shoulder, matched with black skinny jeans. Her eyes are a light green, and her hair is platinum blonde, almost white. She carries a black backpack in her hands, partially open, filled with textbooks.

"Are you sure Spider-Man goes to his school?"

"I'm _positive, _Felicia. You know I'm never wrong."

"And you're clearly not ever modest either," she says under her breath.

"What was that?"

"Nothing." She answers.

"Now hurry up, you wouldn't want to be late for your first day of school," he says, turning to Felicia.

She doesn't move. _I don't want to do this, _she thinks. _I don't have anything against Spider-man. After our first encounter today, I think he's kinda... cute._

As if reading her mind, Alistair looks at her, disappointed. "You'd _better_ go. I wouldn't want you to give your _father _any reason to be worried."

"I have other ways of getting my father out of prison," she fumes.

"Ah, Felicia. So young, so brave, so _stupid," _he mocks. "You should listen, if you still want to _have_ a father to get out of prison," he taunts, before leaving Felicia alone in the room, on the verge of tears.

* * *

><p>At lunch time, Peter scans the cafeteria for his friends. He finds them sitting in their usual spot.<p>

"Hey guys! Where's Harry?" he asks, worried.

"He wasn't feeling well, so he went home," replies the redheaded Mary Jane, also known as one of Peter's best friends. "You would know that if you bothered to show up _early _for once, " she grins.

The five teens around her begin to snicker.

"Yeah, yeah, I know," he admits, sitting down.

He looks around the table, happy to be sitting with his friends. _Ava, Danny, Luke, MJ, Sam, Girl I don't know.. wait, girl I don't know?_

"Wait, who are you?" he asks, pointing to the new girl sitting at the table.

"This is Felicia," Ava replies. "She's new here, and she's in MJ and I's English class. We thought it'd be nice to show her around the school."

"Felicia, huh?" He extends his hand. _She looks familiar..._

She takes Peter's hand and shakes it. "And you must be Parker."

"_Peter _Parker," he points out. "My name's Peter."

"Parker's fine," she grins.

At the thought that this may be more than an introduction, Ava decides to take Peter outside to talk to him.

"What's wrong?" he asks.

"Well, nothing. I just wanted to talk about last night. I mean, we almost... _you know._"

_She's right, _Peter thinks. _We were close to kissing. To be honest, I kinda wish we could've, that would've been-_

"Peter, are you listening?" she exclaims.

"Oh, yeah, sorry! I was just, uh, thinking about something," he assures her. "Okay, so back to yesterday. I know we almost... _y'know. _But I've been wondering... does this mean, you, uh, well, um-"

"Spit it out, Peter."

"-like me...?" he finishes, awkwardly rubbing the back of his head.

"Yeah, I guess," she replies. "Oh God, this is awkward, isn't it?"

Peter laughs nervously. "Hehe, yeah, kinda... But it's okay, because I... I like you too."

"So, what now? Does this mean we're-"

"Would Ava Ayala, Samuel Alexander, Lucas Cage, and Daniel Rand please report to Principal Coulson's office? That's Ava Ayala, Samuel Alexander, Lucas Cage, and Daniel Rand," booms Coulson's voice over the PA.

"Weird, they didn't call me.. oh, right," Peter corrects himself. "I'm gonna have to get used to that."

"Well, duty calls. I guess we'll just have to continue our talk later," she says before running off.

She stops in the middle of the hallway, and walks back to Peter. "Oops, I forgot something," she smiles, before kissing Peter on the cheek. "See you later," she says.

"Yeah... see you," he whispers, blushing.

* * *

><p><strong>This chapter shows the introduction of 2 new characters! Hope you enjoyed it! <strong>

**I wanted to ask you guys 2 questions, first: **

**What other characters/villains/heroes would you like to see in this? I already have a general idea of who I'm going to use, but I wanna know who you guys want to see as well :)**

**And second: Do you guys read the Spider-Man comics as well? I'm just wondering cause I started about a year ago.**

**-ThatOneGirl32**


	6. Cat's Cradle, Part 2

** ilikehats2: You'll just have to wait and see what happens! :)**

** Spider-Man: Yup! you can always bet on her to do that, haha**

**Here's the 6th chapter! Enjoy!**

* * *

><p>Peter stands in Tony Stark's lab, after being told to go there when school ended. The lab looks as if a bomb had been thrown into the middle of it. There are stacks and stacks of paper that reach higher than Peter himself, and the entire lab is covered in robot parts - presumably the robot that Tony said he was going to analyze.<p>

"Peter, I have something to show you," Tony says, gesturing for Peter to walk over to him.

"What is it?" Peter asks, intrigued.

"Well, these robots were definitely made by Oscorp," he starts. "But the structure is all wrong. Whoever made this clearly didn't know what they were doing," he finishes, almost disgusted.

"I think I might have an idea of who made them," Peter says.

"Who?"

"The new head of Oscorp, Smythe, or something like that," he replies.

"What makes you think that, Peter?"

"Well, to be honest, I don't know... I don't have any proof," Peter starts. "It's just that at first Doc Ock and Norman Osborn were working on this together, but now that Norman is in S.H.I.E.L.D custody, and Doc Ock is at Ryker's, it couldn't have been them. And right when the new guy shows up, the robots appear..."

"I see what you're trying to say, kid, but you're gonna need a lot more proof if you're going to start pointing fingers," explains Tony.

"Yeah," Peter shrugs. "I guess you're right. Maybe I'm just over thinking things."

* * *

><p>"So, Felicia, did you figure out anything about Spider-Man?"<p>

Alistair sits in his - once Norman Osborn's - main office on the top floor of Oscorp. Across from him, sits Felicia, hands filled with textbooks she got from school earlier. Her eyes are fixated on her phone, which she uses to text her new "friend" about that "really cute boy in Science class".

"No," she replies, not looking up from her phone."It was my first day at school. I need to make some friends before I start asking about Spider-Man. I don't want to look suspicious."

"Alright," he sighs.

"You know, Alistair, I don't get it. Why do you want to catch Spider-Man so badly?"

"Of course you don't." he says. "Felicia, have you gotten a chance to see my Spider-Soldiers?"

"The ones that got destroyed? Yes," she retorts.

"Funny," he starts, smiling. "I'd watch your mouth if I were you, Felecia,"his tone changes without warning. "I'm working on a prototype of the Spider-Soldiers for myself. That's where you come in, Felicia. I need Spider-Man's blood to perfect them. The other ones... they were flawed. No real design, no spark, just... mindless killing machines."

_That's a lot what yours looked like to me, _Felicia thinks.

"What I want is creativity. I want to enlist fear in those who come before them. Those ones you saw at Times Square the other day - those were Osborn's. They were recently updated - but still, they're not good enough," he stops, as if thinking what to say next. "I need something that can match Spider-Man's strength, speed, agility... I need something _better._"

"Why?"

"Why, Felicia? _Why? _Well, for power, of course. I thirst for power the same way that you strive to free your dear father from prison. My entire life, I've been living in the shadow of my father. Everybody calls him great, but he was delusional. He wasn't _half _the man I am today. I want people to look at me the same way they look at him. Intelligent. _Powerful._"

"Sounds like someone has Daddy issues," she says under her breath.

"What was that?"

"Nothing. I was wondering... what if I can't catch Spider-Man?"

"'Can't' should not be a part of your vocabulary, Felicia. _I _never fail, which means _you _never fail."

_That's not cocky at all, _she thinks.

"Besides, if you do - which is highly improbable -I have _many _other ways of getting what I want," he says with a sly smile. He turns to the window to his left. "Oh. You'd better get going, Felicia. Harry's here."

"He doesn't know about me?"

"No. And he will not find out about you, by any circumstances. _Nobody _will find out about you. Is that clear?"

"Yes, sir." She rolls her eyes, walking towards the door.

"Oh, before you go, Felicia..." Alistair starts. "Your father says hi. Make him proud," he taunts.

Felicia wants nothing more than to use her claws to rip the grin right off of Alistair's face... but instead, she walks out of the room. _For my father, _she thinks. _For my father..._

* * *

><p>Peter and Steve stand in the middle of the gym mat, eyeing each other with their fists up, ready for any sudden movements. Both are dressed in a white shirt with the Avengers logo on it, along with back sweatpants. They slowly round each other, anticipating who's going to make the first move.<p>

"I can't use my web shooters?" Peter whines, knowing he's about to get destroyed.

"No." Steve starts. "Your tech isn't everything, Peter. Plus, your spider sense already gives you an unfair advantage."

"_Unfair _advantage? Says the guy who broke a punching bag yesterday."

"You could do that too, Peter," Steve grins. "If you'd stop holding back."

Steve lunges for Peter's face, trying to swing a punch at his jaw. Luckily, Peter's spider sense alerts him of this and he's able to dodge it easily.

_Okay, maybe this isn't going to be so hard after all, _he thinks.

Peter swiftly moves around Steve and sweeps him with his legs. _This is easy! _

"Come on, Cap! Is that all you-"

Peter is interrupted when Steve punches him square in the jaw, knocking him on his back.

"Uh... ouch," Peter croaks, dizzy from hitting his head on the mat.

"Try not to get cocky, Peter. Don't assume the fight is over because you got a hit in," he says, holding out a hand to help Peter up from the floor.

"Yeah, you're right... sorry."

"It's fine, Peter. Don't apologize for your mistakes. Mistakes are good. They show me that you're trying," he smiles."Even if you only lasted ten seconds longer this time."

"So that makes up an amazing total of... twenty seconds." Peter says, dissatisfied.

"Don't worry, Peter. You'll get better with more training. Next week, we'll meet up again here, but instead, you'll be sparring with Natasha."

"Great," Peter sighs. "More bruises."

They both walk out of the gym, and down the corridor into the main room on the Tower.

"Hey, where is everybody?" Peter asks, noticing a strange absence of rowdiness.

"Well, it's 2:00, which means Clint and Natasha are out together, Bruce is with his other team, and who knows what Sam and Tony are doing." Steve takes a seat on the empty couch.

Peter sits next to Steve on the couch. "So you're here all alone? Why don't you go out too?"

"I would," he starts. "If I knew where to go. I'm still not entirely used to this world yet, Peter. It's so different from the buildings, the people, even the food," he chuckles.

"Yeah, I know when you mean. When I first joined my old team, that's exactly how I felt too. But you get used to it after a while... **" **

Both sit in silence as Steve stares out the window to the left.

"Hey, uh, could I, uh... could I ask you something?" Peter stammers.

"What is it?"

"Well, uh, there's this girl..." he starts.

"Oh?" Steve raises an eyebrow.

"And I kinda like her..." Peter nervously twiddles his fingers.

"Oh. I see. You're going to want to ask Tony about that. Trust me, he has more luck with women, even if Natasha says otherwise," he says, with a slight smile.

"Well, all I need is-" Peter's spider sense goes off, interrupting him mid-sentence. "What the...?"

"What is it?" Steve notices Peter's change in expression.

"My spider sense just went off, but I don't see any-" The sound of an explosion rips through the tower, startling both Peter and Steve. "-danger."

Steve looks out the window and sees that the New York City bank is up in flames. "Peter, we need to go. _Now._"

* * *

><p>"We'd better hurry before the Avengers show up," a thug says as he walks through the banks interior, towards the safes on the far right side. The explosion has destroyed the left side of the wall, and people scramble to get out without getting crushed by debris or falling over each other.<p>

"You hear Spider-Man's a part of that team now?"

"Great," the thug groans."I never liked that guy."

"I _know_. He is _soooo _last year."

"Wha...? Did you say that?" The thug spins around confused, until he looks up at the ceiling. "Oh."

"Peekie-boo!" Spider-Man drops from his web attached to the chandelier on the ceiling, and kicks the thug in the face. The thug lands sprawled out on the ground.

"That's for saying you didn't like me. Spiders have feelings too!" He exclaims, wiping an imaginary tear from his eye.

The other thug makes a break for it, and begins to sprint towards the safe. Spider-Man extends his arm to shoot a web at the thugs back, but Captain America places his hand on his shoulder.

"Don't worry. I've got him." Captain America throws his shield and it hits the thug square in the back, and returns back to his hand, like a boomerang.

Captain America turns toward one of the bankers who cowers behind a desk. "Don't worry, you can come out now." He extends a hand to help the man out. "Did they steal anything?"

"That's the thing..." The man grabs Captain America's hand and pulls himself up from the ground. "A girl just came through here thirty minutes ago and stole all the money!"

"Wait? A girl?" Spider-Man asks. "...Did she have white hair and a black spandex outfit?"

"Yeah, that's the one!"

"Oy vey..."

"What is it?" Captain America asks, turning towards Spider-Man.

"This was just a distraction! The girl - Black Cat - took all the money and planted those thugs here so we wouldn't go after her," he explains.

"'Black Cat'? You know her?"

"Yeah, this is exactly the type of thing she would do. Come on, we have to go after-"

Just then, a group of more thugs bursts in through the damaged side of the bank.

"You go after her," Captain America turns towards the thugs. "I'll take care of them."

* * *

><p>Spider-Man swings past buildings at insane speeds, trying to figure out where Black Cat went with the money.<p>

_Man, what I wouldn't give to be in bed right now... _

He spots a running figure atop the Brooklyn Bridge, with multiple cars swerving, trying not to hit it._That must be her, _Peter thinks, instantly arriving on scene. He lands on the bridge, in front of Black Cat.

"So nice of you to join me, bug." She twirls the bag of money around in her hands.

_I could've sworn I've heard that voice before... _Peter thinks. _And she looks familiar. _"I couldn't resist. I'm not usually the type to let people steal millions of dollars from a bank, y'know. Would be bad for my already bad reputation," he jokes. "And FYI, spiders are not bugs. They're _arachnids," _he says, almost annoyed.

"'Bug's' fine. Much easier to pronounce," she says with a grin.

"Listen, Cat, let's get this over with. What will it take? Some catnip?"

"Funny. It's going to take a lot more than that, Spider." She says, rounding Spider-Man.

They square off against each other while pedestrians watch in the background.

"You know, I've met plenty of cat ladies in my life. None of them are quite as stubborn as you," he says. _Okay, maybe one is._

"Thanks," she starts. "Makes me feel real special."

"Why did you steal that money? Are you working for someone?"

"I didn't steal it because I wanted money. I stole it for _you._"

"Uh... I just got my allowance last week, so... not sure what you're talking about," he says, rubbing the back of his head.

"Ugh. You're so oblivious. It's kinda cute."

"Cat, I don't get it. What do you want? What are you going to do with that money?"

"I don't want money, Spider." She drops the bag of money on the ground, and raises her claws. "I want _you._"

* * *

><p><strong>Hope you liked it! Please leave me a review telling me what you thought :)<strong>

**-ThatOneGirl32**


	7. Cat's Cradle, Part 3

** bekkihaiti: Okay, I understand :) and haha, that's how my parents are too, so I just read them at the school library. Also, to answer your question, Felicia is Black Cat! She's a canon character.**

** ilikehats2: Haha, they would probably know more about the topic, wouldn't they? And here's more!**

** Silentman87: Haha, that would be funny.**

** thewriterstory: Don't worry, I won't be adding anything like that.**

** Guest: Here's the next chapter :)**

** Spider-Man: It sure seems that way, haha.**

** Guest: Hope I did a good job of writing some Spidey/Tiger this chapter! :)**

** Guest: Thank you! :) Here's the next chapter.**

** Whispering Wolf: Thank you very much! Here's the next chapter. :)**

**Thanks for all the reviews guys, it really means a lot to me! Here's part 3, and the conclusion to "Cat's Cradle". **

**Enjoy!**

* * *

><p>"You want <em>me<em>? Wow, I didn't know I was so popular with the ladies!" he exclaims. "Maybe I should start a fanclub. Jameson could be president."

"Funny," she says, walking towards him. "But that's not what I meant. You're cute, but I still have to kill you." She lunges towards Spider-Man.

Using her claws, she aims to slash Spider-Man's chest, but he deftly dodges it, thanks to his spider-sense. He jumps up in the air and lands on a car, turning towards the pedestrians standing still on the street.

"Everybody clear the area!" he yells. _I don't want anybody getting hurt because of this. _

He waits for everybody to leave before turning towards the masked girl.** "3, 2, 1, FIGHT!" **he yells.

"What is wrong with you?"

"I dunno. I guess I'm just bored. Thought you'd put up more of a fight," he taunts.

"Funny." She jumps towards Spider-Man, claws raised. She aims her claws at his face, but he dodges it, and jumps off the car, landing on all fours. _Geez. She must be serious about this_, he thinks.

"You know, I couldn't help but overhear you say, 'I still have to kill you'", he starts, imitating her voice. "Why do you _have to _kill me? Couldn't we just settle this over a game of Mario Kart or something?"

"I don't play games," she replies with a smirk. "Although this is a fun game of cat and mouse we're playing."

"Right, because trying to kill me is _sooo _fun," he says, rolling his eyes. Spider-Man aims his web shooter towards Black Cat's feet, hoping to trip her up, but she cuts it with her claws.

"Okay," he says, surprised. "That's awkward." _How did she do that? There aren't many people who can cut through my-_

While Spider-Man is distracted, Black Cat lunges towards him, burying her claws into his chest and ripping down into his skin.

"Guess your spider-sense is off today, huh?" She smirks.

_Okay, _Peter winces. _That hurt. A lot. _"Geez, Cat, you should be more gentle. I'm delicate. Plus, these suits aren't the cheapest things to replace..."

"Great! You can just use your so-called allowance to replace it."

"Ooh, comedy callback," he applauds.

"You know what, Spider? This has been fun, but I'm on a tight schedule, so let's hurry this up," she says, running towards him. She jumps above him, hoping to claw his face, and Spider-Man moves out of the way, but not before she grabs his mask off of his face.

"And _that_, my friends, is how it's done," he takes a bow, when he notices his mask is no longer on his face. "What the- _HEY!_" he yells, covering his face. "Give that back!"

She stands stunned, not moving. "...Parker?!"

_Wait... 'Parker'? There's only one person who calls me Parker...Okay, maybe two, but I'm pretty sure Flash isn't a 5'3 teenage girl. _"Felicia?!"

"This is _not _happening right now," she groans, putting her hand on her face.

* * *

><p>"Hey, Mrs. P!" Luke says, walking in through the front door of the Parker residence, followed by Sam, Danny, and Ava. "Is Peter home yet?"<p>

"Hello everybody!" She says with a warm smile. "Peter isn't home yet. He said he had to go to the library after school."

"Library?" Ava whispers to the others. "I bet that's code for, 'Secret Avengers Meet Up'." The others nod, agreeing.

"What was that?" Aunt May asks, turning on the TV.

"Oh, nothing! I was just wondering, when will he be back?"

"He should be back soon. Why don't you sit, make yourselves at home," she says, walking into the kitchen. "You can watch TV while you wait."

Sam takes the remote in his hand, flipping through the channels, stopping on a news broadcast.

"This just in," the reporter starts. "Spider-Man has been spotted fighting-" The reporter is cut off when Sam changes the channel.

"Yawn, boring."

"Sam!" Ava grabs the remote out of his hand. "They were talking about Peter," she says, rolling her eyes. She switches the channel back to the news broadcast.

"-on top of the Manhattan bridge. More details to come later." Ava turns off the TV.

"It appears Peter may be in trouble," Danny starts, standing. "And the Avengers are nowhere to be found. We should help him."

"You're right," Ava says, walking towards the door. "Let's go."

Aunt May walks out of the kitchen and towards the four teens. "Oh, leaving already?" She asks, putting her oven mitt covered hands together.

"Sorry Mrs. P," Luke says, walking out of the house. "Peter told us to meet him at the library," he lies.

"Oh, well, okay then. Have fun!"

* * *

><p><em>Okay Peter, no reason to panic, <em>he thinks. _A girl you just met just tried to kill you, and your mask is gone. Not panicking. Not panicking at aaaaall._

"What are you doing?!" She asks.

"No, what are you doing?!" He retorts. "And give me back my mask!"

She throws the mask back to him. "Sorry Parker, I... I can explain."

"Okay that's great and all, but could you please not use my name in public? It's not like I'm trying to keep a secret identity or anything." He puts his mask back on and looks up at Black Cat. "Why are you here? Why do you want to kill me?"

"Just listen. I can explain, I-"

"Stop right there!" A voice calls from above the bridge. "The Nova Corps are here to save the day!"

"We did _not _agree on that name!"

Peter recognizes the voices behind him. _What the... Sam and Ava? _

His old teammates land on the bridge, behind Spider-Man. Black Cat grabs his arm, and lowers her voice so nobody can hear her. "Meet me here, tomorrow. Under this bridge. I'll tell you what you need to know." She turns towards the edge of the bridge and jumps, freefalling through the air until she can no longer be seen by Spider-Man.

"Wait! I-" he stops himself once he realizes she's gone.

"Spider-Man!" White Tiger calls from behind, running towards him. "Are you okay? Are you hurt?"

"Don't worry, I'm fine."

"_Peter, _you're bleeding."

"Don't worry, it'll heal. Come on, I'm Spider-Man! I'm an Avenger! And I'm also a person who desperately needs a nap. _Now._"

* * *

><p>Spider-Man comes in through his bedroom window, falling face first into his bed.<p>

_Man, I'm hungry, _he thinks. _But I'm tired. But I'm also hungry, _he sighs. _Why must life be so hard? _

Peter changes out of his suit and walks out of his room, going downstairs to make himself a sandwich. He stops on the staircase when he overhears a conversation Aunt May is in the middle of on the phone.

"...I'm just worried about Peter, Anna," she says, chopping carrots.

_Anna? Isn't that Mary Jane's aunt? And she's worried... about me? _

"He's been staying out late recently, and he's been coming home with bruises and cuts," she says, a worried tone in her voice. She pauses, listening to Anna on the other end of the phone. "You're right, it's must be nothing," she sighs. "I'm just over thinking things."

_Oh man... Aunt May is worried about me? Now I don't feel so hungry... _Peter walks back up the stairs to his bedroom, and climbs into his bed.

_Hopefully tomorrow will be better, _he sighs, drifting off to sleep.

* * *

><p>Peter wakes the next morning, turning in his bed to check his phone. <em>10:50...<em>

"Man, it feels good to sleep in."

He rests his head back on the pillow and closes his eyes, when he realizes the words that came out of his mouth. "Oh crap! I slept in!" he exclaims, eyes widening.

"Ohmanohmanohman," he repeats, trying to put on his school clothes, brush his teeth and hair all at the same time. "I am so dead!"

He practically jumps down the stairs and startles Aunt May, who sits on the couch, watching a yoga television program. "Oh, Peter!"

"Sorry, Aunt May! I'm late!"

"Peter."

He grabs an apple out of the fruit basket on the counter, and takes an enormous bite out of it, before rushing to the door, with his backpack in hand.

"Peter..."

"Hmmph?"

"Today is Saturday," she smirks.

"You're _kidding,_" he sighs, dropping his backpack.

"Nope," she says with a smile. "I think that's the fastest I've ever seen you move, Peter. If only you could move like that when I tell you to clean your room."

"Okay, that was funny," he says with a laugh. "What's for breakfast?"

* * *

><p>After breakfast, Peter excuses himself from the kitchen table, heading for the door.<p>

"Peter, you're leaving already?" Aunt May calls from the kitchen.

"Uh... yeah. I'll be back soon."

"Okay," she sighs. "Just be back before 10, alright?"

"You got it, Aunt May! See you later!" He walks out of the house, and walks into the backyard, where he changes into his Spider-Man suit. _Okay... I have until 10. What do I need to do? 1. Meet up with the Avengers, 2. Meet up with Ava, and 3. Meet up with Black Cat- I mean, Felicia_, he thinks, creating an imaginary checklist for himself. _Okay, I think I can do all of this before ten._

* * *

><p>As Spider-Man, the teen swings through the city, towards Avengers mansion, while also keeping an eye out for any danger on the streets.<p>

"Weird, the city's quiet today." He pauses, as if waiting for some sort of explosion. He stops atop Times Building, and scratches his head. "Okay. Now this _is _weird. Usually, whenever I say that, there's usually some sort of scream for help, or y'know, the occasional rant from Jameson."

As if on cue, Jameson's voice booms from the electric screen below him. "SPIDER-MAN IS A MENACE!"

"Aah, there it is. Music to my ears," Spider-Man says, putting a hand on his chest. "Jameson, you know I love it when you scream at me like that."

"SPIDER-MAN IS EVIL! HE'S BEEN WORKING WITH THE GOBLIN THIS ENTIRE TIME!"

"Listen, I'd stay here and banter it up with you, but I've got somewhere to be. We should have lunch sometime!"

_Annoying Jameson never gets old, _he grins as he swings towards Avengers Tower.

* * *

><p>"She had claws?" Clint asks, through bites of his sandwich.<p>

Peter, Clint, Steve, and Tony sit in the kitchen, on the small, white stools placed at the table. They sit with their sandwiches Clint made in front of them, which rest on plates on the table.

"Yup," Peter replies simply.

"And you're okay? I would've gotten to you earlier, but I got held up," Steve says, with a worried look on his face.

"I'm fine," he lies. Although his woundwas healing quickly, it still hurt. "It was just a scratch."

"You said that she took your mask off," Tony starts. "Does she know who you are?"

"Uh, well..." _Should I tell them the truth? I know how protective I am of my secret identity. _"Nope. And I didn't get a good look at her either," he lies. _Oh man. I hope that doesn't come back to bite me._

"Well, it's good she doesn't know who you are. But it's too bad you didn't get a clear look at her."

"Yeah... too bad."

* * *

><p>Spider-Man and White Tiger sit on top of the S.H.I.E.L.D. Helicarrier, with their masks off.<p>

"Black Cat is Felicia?" she asks, surprised.

"Yup," he sighs.

"Who else knows about this?"

"Well, so far, just you," he says with a smile.

"Are you serious? Not even the Avengers know about this?"

"Nope. Just you."

"Aww, that's so sweet and so dumb at the same time," she says with a smirk. "What are you going to do about Felicia?"

"Well, to be honest, right now, I don't know what to do..."

"Maybe she could join us in the S.H.I.E.L.D. training program," she suggests.

"You think so?"

"Mhm," she replies. "Although I'm not exactly fond of people trying to kill my boyfriend, it could be beneficial for her. I'm surprised you didn't come up with this yourself, Mr. Second Chances," she says, referencing Sandman and Norman Osborn.

"Well, those didn't exactly work out..."

"I'm sure you'll be able to pull it off, Mr. Big Time Avenger," she grins.

"I think I'm starting to like these nicknames you're giving me."

"Of course you are, Bugboy."

"Okay, spiders are not-"

"-Bugs, they're arachnids," she interrupts. "I know. We _all _know. Aren't you gonna be late for your meeting with Felicia?"

"Oh man! I almost forgot!" He jumps off of the Helicarrier, putting his mask back on. "Talk to you later!" he yells as he falls through the sky.

* * *

><p>Spider-Man arrives under the Manhattan Bridge, where Black Cat instructed him to.<p>

"Uh... Cat? I'm here," he says to nobody. _Okay, weird... I'm usually the one who's late._

After a few minutes, Black Catwalks over to where Spider-Man patiently waits."Sorry I'm late."

"Let me guess. You got stuck in a tree?"

"Haha," she deadpans. "No. Listen, I promised you an explanation, so I'm going to make it quick."

She tells him everything, from the first day that she and Alistair met, to when she found out his intentions, and to yesterday, when they fought on the bridge.

"Alistair Smythe, huh...?" _I was right, _he thinks. _I need to tell the Avengers about this. _"He wanted my blood?"

She replies with a simple nod of her head.

"Oh, is that all?" he asks. "All you had to do was ask nicely."

"Really?"

"NO! Come on, that is so creepy! It's Doc Ock level creepy!"

"Who?"

"Never mind, you had to be there," he says, brushing it off. "About your dad... you don't have to resort to this, Felicia. Alistair was blackmailing you."

"What?"

"Listen, Felicia, all I'm trying to say is... take matters into your own hands. Don't let anybody else control you."

"You know what, Parker?" She starts, standing. "You're right. I'm not a murderer. I'm a thief."

"Wait, what? A thief? You know that's still _bad, _right?" he asks. "Maybe you could join the S.H.I.E.L.D. training program. It would help you become a better-"

"Please, Parker; we both know I'm no hero." She smirks, striding away.

"Where are you going?"

"I promised somebody I'd meet them."

With that, she runs away from the bridge with insane agility, leaving Spider-Man alone.

_Oh man... did I just create another villain? _He sighs. _Nice going, Pete._

* * *

><p>"Felicia... I heard you had a run-in with Spider-Man yesterday," Alistair grins. "I trust you brought me promising results?"<p>

"No," she says simply. "I didn't."

Alistair's mouth hangs open, and his smug grin disappears from his face."You didn't? I don't accept _failure, _Felicia."

"Funny," she says, under her breath. "You clearly haven't taken a look in the mirror."

"What did you say?!" he yells, face red.

"You _heard _what I said," she replies. "Listen, Smythe. I'm leaving. I'm not doing this anymore."

"After all I've done for you, you're just throwing it away?! Just like that?!" he asks, raising his voice.

She doesn't respond, walking towards the office door.

"Why the sudden change in heart, Felicia? Do you know what I could've turned you into?"

"That's just the thing, Smythe. This is all about _you_, and what _you_ want. _I _don't want this."

"What about your father? Do you know what I could do to him? _Do you know what I'm capable of?!"_

She turns towards him. "Listen, Smythe. I'm not a murderer. I'm a _thief. Born _a thief. _Raised _a thief. Will _die _a thief. And I'm a thief who sure as hell doesn't need _you _to help me. I need somebody else. Somebody who will treat me with _respect_."

"Good luck finding somebody. You're a _failure._"

Felicia turns away from him, hanging on to every last word he says to her. "I'll find someone." She slams the office door as she leaves.

Smythe waits until he hears that she's left the building. "No, NO, **NO!**" he yells, knocking the nearest bookshelf over with a push. "I found somebody... somebody to match his agility, strength, and she... **NO!**" He throws the nearest table against the wall. "This was supposed to happen... this was supposed to be _perfect. _I... I'm supposed to be perfect." He slouches against the window.

He notices something outside that catches his attention. He watches Harry Osborn as he walks out of his limo, and he walks into the building. "Oh, don't worry Felicia... I can find someone too. Someone even _better._"

* * *

><p><strong>Hope you enjoyed it! Please leave me a review telling me what you thought.<strong>

**-ThatOneGirl32**


	8. Mysterious Encounters, Part 1

** ilikehats2: Nope, you won't see her again for a while. And those are two very good theories you have :)**

** Silentman87: Thanks :)**

** Spider-Man: You'll just have to wait and see! :)**

** Guest: This chapter should answer your question :)**

** Whispering Wolf: Thanks, that means a lot to me :) And I'm guessing she has to do with a wolf, just like your username? To answer your two questions: you do need an email, and the minimum age is 13.**

** Guest: Thanks! Haha, I always do that too.**

**Alright guys, here's Chapter 8! Enjoy!**

* * *

><p>"Harry! You're back!" Peter exclaims as he walks over to Harry's locker, exchanging a hug with him.<p>

"Yeah, I just figured I'd take some time off because... well, y'know."

"Right," Peter says. "I get it."

There is an awkward silence between the two until Peter clears his throat.

"Sooo..." Peter starts, scratching the back of his head. _How do I bring up Smythe without making it sound weird? 'Hey Harry, you know the new CEO of Oscorp? Well, he's been trying to kill me ever since he got hired.' Ugh. This is gonna be impossible. _"Uh... have you met the new CEO of Oscorp yet?"

"Mr. Smythe? Yeah, he's okay. Why?"

"Oh, no reason," Peter shrugs. _I'd better keep a close eye on Harry, so Smythe doesn't think of doing anything to him. _"You wanna hang out later today?

Harry closes his locker, turning to Peter. "Sorry Pete, I can't today. S.H.I.E.L.D. promised me they would let me see my dad today."

_They did? _Peter thinks. _I guess they want him to see that Norman will be okay. _"Oh, okay, maybe some other time. Class is about to start, so see you at lunch!"

* * *

><p>"Any word on Felicia yet?"<p>

Peter and Ava sit together with Mary Jane in math class, working on a quadratic equations worksheet. Mary Jane sits with headphones in her ears, while Peter and Ava whisper to each other, trying not to draw any attention towards them.

"No," he answers. "I don't think she came to school today, and she probably won't tomorrow either."

"Where else could she go?"

"I don't know," Peter says, scratching his head. "My bet is she cut things off with Smythe, and she's going to look for someone else to help her."

"Maybe." Ava turns to the worksheet on her desk.

"Could I ask you a favour?"

"Depends," Ava smirks. "What is it?"

"I need you and the others to keep an eye on Harry for me. With me being an Avenger now, I don't think I'll be able to watch him all the time. I'm just... I'm worried about him."

"Don't worry about it, Bugboy." Ava says, noticing Peter's worried expression. "We'll keep an eye on him."

"_Bugboy? _Again? And here I thought you were going to start calling me your _boyfriend,_" Peter grins.

"When did I say that?"

"Well, _I _remember you calling me your boyfriend a couple days ago," he replies, trying to jogAva's memory. "So what, are we exclusive now?"

"Maybe," she says, the bell for second period interrupting her. "Let's talk about it after school."

* * *

><p>Peter sits in his second period class, History, listening to his teacher, Mr. Bendis, ramble on about World War 2. Beside him, one of his best friends, Mary Jane, leans in close and whispers in his ear.<p>

"So, Peter, I think I've figured out your big secret," she whispers.

Peter nearly falls out of his chair. "Uh, um, wh-what do you mean?" he stammers.

"You and Ava, silly!" She says with a giggle. "You make it so obvious."

_Phew, _he thinks. _Disaster averted. _"Oh, is it _that_ obvious?"

"_Yes. _Listen, if you ever have any girl problems, you know who to come talk to," she smiles.

"Thanks, MJ."

"Oh, Peter!" she exclaims. "I almost forgot. Did you hear about the new Daily Bugle opening? They're looking for interns again!"

"Don't tell me you're going to apply, _again,_" he says, rolling his eyes. _I had enough to worry about when Beetle tried to attack Jameson. _"You seriously want to work for – ugh – Jameson?"

"If that's the only way that I can reveal the truth about Spider-Man to New York, then why not?" she asks.

_At least there's one good thing out of all of this, _Peter thinks.

"Jameson's the least of my problems right now. What I'm most worried about is my entry. I've tried to find Spider-Man so I can interview him again, but I don't think he'd appreciate it after we almost got fried last time."

"Don't worry," Peter says with a smile. "I'm sure he'll come around."

* * *

><p>When the bell rings for lunch, Peter walks over to his locker to get money for lunch. He rolls his eyes when he hears a familiar voice.<p>

"Oh, Parker!"

_Flash? Great. Juuust Great, _he sighs. "This is _my _lunch money, Flash."

"Come on, Parker! Don't be so cold. I just came over to say hi."

"You came to say _hi? _Am I dreaming?"

"I'm past all that bullying stuff, Parker. After my last run in with Spider-Man – the best superhero on the planet – I learned that maybe being nice to people isn't so bad."

_Did he just say Spider-Man was the best superhero on the planet? Well, at least I'm getting some good publicity. And I'm glad he remembers his last encounter with me- I mean, Spider-Man._

"Oh, okay then. By the way, cool shirt," Peter says, referencing Flash's Spider-Man t-shirt.

"Thanks. Too bad a loser like you couldn't ever look as good as me in this," he grins, earning a glare from Peter.

"Sorry. Still learning. Man, being nice is hard!" he exclaims.

"It's okay," Peter sighs. "It can be hard to-"He is interrupted when Principal Coulson's voice booms over the PA.

"Peter Parker, please report to Principal Coulson's office immediately. I repeat, Peter Parker, please report to Principal Coulson's office immediately."

"Sorry Flash, I gotta flash!" Peter exclaims, running down the school hallway. _Heh. Flash. I crack myself up._

* * *

><p>"You called, Coulson? What, you want my autograph or something?" Peter grins.<p>

Coulson rolls his eyes, sighing. "You're needed by the Avengers, in Times Square. You're excused from school."

"Why do they need me? What's wrong?"

"They said it'd be better if you just went to see for yourself," Coulson replies.

"Uh, okay then?" Peter turns to walk out of the door, when Coulson stops him.

"Peter, wait!" Coulson exclaims, pulling a comic out of his drawer. "Could you get Cap to sign this?"

Peter takes the comic out of Coulson's hands, and looks at it. It's the very first Captain America comic, in mint condition. "Sure," he laughs.

* * *

><p>Spider-Man swings through the city with insane agility, taking the shortest route to Times Square possible. <em>Spider-Man, Spider-Man, does whatever a spider can, <em>he sings in his head. _Spins a web, any size, catches thieves- _An ear-piercing shriek fills the air, interrupting his song. As Spider-Man reaches Times Square, he looks down to see people running in panic, causing a large commotion.

"Don't worry, citizens of New York! Your handsome, intelligent, fearless, and friendly neighbourhood Spider-Man is here to-" He stops himself when he realizes that people are running _away_ from him_. _"Wha...? Guys, don't worry, I washed the costume yesterday!" he exclaims. "Okay, last week, but it doesn't smell that bad," he adds.

"Run! It's Spider-Man!"

"Jameson was right!"

"I always knew he was a menace!"

Spider-Man can hear all sorts of commotion from the screaming crowd in front of him. "Okay, usually there are always one or two people who don't like me, but never the entire city! What's happened to them? Maybe this is some sort of spell..." He looks around, searching for his teammates. "Tony told me to meet him here. Where did he-"

Spider-Man's spider-sense goes off, warning him danger is coming, but it's too slow and he's knocked back into the side of a car. "Stand down, Man of Spiders!" yells someone he assumes is Thor.

"Hulk, wait! You're not listening to my orders! That might be the real Spider-Man," says Iron Man as he walks towards Spider-Man.

"J.A.R.V.I.S, retinal scan please," he commands, turning to Spider-Man. "Did you just get here?" he asks.

"Didijusswhaa...?" Spider-Man mumbles, still dizzy from the impact with the car.

"Identity confirmed. This is Peter Parker, sir." J.A.R.V.I.S's voice echoes in Iron Man's suit.

Iron Man stands up, and faces the other Avengers. "It's him." He holds a hand out to Spider-Man. "Sorry, kid. We didn't know it was you."

"Thanks for the concussion," Spider-Man groans, turning towards Hulk.

"Sorry. Didn't mean to smash the spider."

Spider-Man looks at his teammates, noticing something different. "Where's Falcon?"

"He's keeping a watch on Avengers Tower," Tony explains. "She's my baby, you know."

"Yeah, okay..." he replies, puzzled. "...Wait, did you say you didn't know it was me?" Spider-Man stammers. "How could you not know? There's only one of me!"

"Not anymore." Black Widow points to the top of the Times Building, where a figure stands atop it. Spider-Man looks up to see _himself _on top of the building. _What the... _

"Is... is that a clone?"

"Yup. Sorry kid, you've been replaced by another Spider-Man, and New York already likes him better." Hawkeye smirks.

Captain America rolls his eyes, giving Clint a stern look. "Don't listen to him, son. Iron Man already performed a retinal scan on him, and the results came out different. If it -whatever it is- was you, it would produce the same results. That's how we knew it wasn't you," he explains.

"Well, then how are we supposed to deal with him- I mean me, I mean not really me, because I'm me, and I... I'll stop talking now," Spider-Man mumbles.

"Peacefully. We don't want to engage in battle yet-" he stares at Hulk, to which the Hulk just shrugs. "-we need to come up with a plan before we charge into a battle. Be back in a sec." Iron Man flies towards the top of the Times Building.

"What is Stark thinking? Resolving conflict with peace? We've never done that sort of thing before!" Thor exclaims.

"Yeah! I just wanna smash!" Hulk roars.

"You're not helping," Hawkeye says, rolling his eyes.

_Great, _Peter thinks. _This is gonna go juuuust great._

Iron Man reaches the top of Times Building, where he finds the imposter perched. "Who are you? And what do you want?"

"Tony Stark, is it?" A completely different voice comes out of the imposter's mouth, a voice Tony recognizes. _I'm sure I've heard that voice somewhere..._

"So naive. So foolish. You would never understand what I want," the imposter replies, rising to a standing position. Tony recognizes the voice as someone he had previously fought in the past."Quentin...?"

"Right you are, Tony." He resumes his impersonation of Spider-Man's voice. "It's a shame you won't be able to tell anybody."

Before he can reply, Iron Man is hit by lasers from Spider-Man's wrists, which send him plummeting down towards the ground. _Didn't know he could do that..._he thinks before he collides with the ground.

"Okay, my web shooters do not do _that,_" Spider-Man watches as Iron Man crashes into the ground. "But that would be cool, all I have is taser webbing!"

"Spider-Man, this is serious." Captain America crouches towards Iron Man, who lies on the ground, unmoving. "He'll be okay." He rises, turning to the other Avengers. "We need a way to stop the other Spider-Man, any ideas?"

"Uh, yeah," Hawkeye says. "Duck."

The other Avengers turn to him, confused. He points up at the mass of billboards that plummet down towards them, detached from their regular positions by the Spider-Man imposter.

"Don't worry, I got it!" Hulk says, catching the billboards. Some pieces fall to the ground with a with a deafening _**BOOM! **_creating a giant cloud of smoke. When all the commotion clears, the Avengers find themselves with a problem... the two Spider-Men stand in front of them, arms raised, ready to punch each other.

They both turn away from each other and towards the Avengers, when they realize the problem. Nobody knows who the real Spider-Man is. "Oh geez," they both say, at the same time. "Jinx! Okay, stop that. It's creepy." Both Spider-Men speak at the exact same time, with the exact same voices.

"How are we supposed to tell which one is a friend, and which is our enemy?" Thor asks, confused.

"I don't know," Captain America responds, looking over to Iron Man, who is sprawled out on the ground. "Without Iron Man, I don't think we'll be able to tell."

"Guys, are you serious?! I'm clearly the real Spider-Man!"

"No, I'm the real Spider-Man!"

"No, I am! Listen to my witty zingers and bad puns!"

"Oh come on, I don't even talk like that! And my puns are _not _bad!"

"Guys, the other one is deceiving you! I'm the real Spider-Man!"

"How are we supposed to tell who's who?" asks Black Widow.

"I don't know, they're both equally _annoying_," Hawkeye says, bow drawn.

"Hey!" Both Spider-Men exclaim.

"Let's just smash them both!" Hulk suggests.

"Uh, no thank you," the two Spider-Men say.

_This is getting annoying, _Peter thinks. _I need a way to show them that I'm the real Spider-Man..._

As Spider-Man tries to formulate a plan to out the imposter, he notices a small figure running towards him and the Avengers. When he realizes who it is, he nearly facepalms so hard his hand goes through his face. "You've got to be kidding me."

"YOU WALL CRAWLING BUG! I ALWAYS KNEW YOU WERE EVIL!" yells Jameson, ecstatic.

"Okay, first of all, spiders are _not _bugs!" Spider-Man whines. "And second, don't you see that there are TWO of me?!" he asks, gesturing towards the imposter. "He's the one destroying the city, not me!"

"Don't listen to him!" the imposter says. "I'm the real Spider-Man! And you know what? I think it's time I have some fun." He pulls a circle-shaped object out of his pocket.

"Okay, now you guys know that's not me. I do _not _have pouches. _Ew_." Spider-Man quips.

"Spider-Man, watch out!" Black Widow yells, but she's too late. The imposter throws the object in a bomb, engulfing Times Square in some sort of smoke. When it all clears, the imposter _and _Jameson are gone.

"What trickery was that?" Thor asks, coughing.

"Smoke bomb," Captain America responds.

"And he made sure not to leave New York without a souvenir." Hawkeye jokes.

"Okay, _that_ was a good quip," Spider-Man says, fist-bumping Hawkeye. "Are we going to have to compete or something?"

"Boys..." Black Widow starts.

"Sorry."

"Times Square is destroyed, and Jameson's gone..." Captain America analyzes the surrounding area, looking for any clues that the imposter may have left behind by accident. "Hulk, come help me clear the wreckage."

"This is all my fault..." the masked teen sighs.

"Well, think of it this way, kid." Hawkeye starts. "You'll definitely be on the front page tomorrow."

"J Jonah Jameson taken hostage by Spider-Man? Yeah, that'll make for a great headline," he groans.

* * *

><p><strong>Hope you enjoyed the chapter! Please leave me a review telling me what you thought of it :)<strong>

**Btw, a bit off topic, but I was wondering, is anybody else as excited as me for The Amazing Spider-Man 2? I watched the Superbowl trailer yesterday and it made me really excited, haha :)**

**-ThatOneGirl32**


	9. Mysterious Encounters, Part 2

** latinoheat151: Thanks so much! And you'll just have to read to figure out what will happen to Harry ;) This chapter will answer your question about who Quentin is, and once again, thank you! :)**

** Silentman87: Haha, I've noticed a lot of people don't like Jameson. And you might, in the future :)**

** The World Is Alive: Oh, I'm definitely excited for Cap 2 as well! I think I'm more excited to see Falcon then I am to see the actual movie, haha**

** DaEpicNinja: Thank you! :)**

** ilikehats2: This chapter should answer your questions!**

** Prosp88: Haha, that honestly made me laugh out loud :)**

** Guest: Yup, he's got that old Parker luck, doesn't he?**

** jazzybizzle: Thank you! That really means a lot to me :)**

** ArianandXaia: Thanks!**

** whispering Wolf: Oh my gosh, thanks, haha. I really appreciate you saying something like that :)**

**Alright guys, here's Chapter 9! Enjoy!**

* * *

><p>J Jonah Jameson, publisher of the Daily Bugle, sits in an abandoned warehouse, tied to a chair.<p>

"Listen, you wall-crawling menace! I always knew you were a burden to this city! And now, I have-"

"Would you shut up, you bumbling idiot?!" Spider-Man yells from across the room. "I'm working." He presses a series of buttons on what looks like a control panel to Jameson, but he can't exactly figure out what it is.

"...W-What?" Jameson stammers, shocked.

"I'm not Spider-Man. You _wish _I was Spider-Man..." The imposter touches the side of his head, and his disguise disappears. "Now, the world will know me as Quentin Beck, _Mysterio_!" Without his disguise, Quentin dresses in a long green robe with a purple cape. On his head is a circular, clear helmet where a black chip rests to the far right of the helmet.

"...Who?"

"Wha- you don't remember me?!" Mysterio fumes. "You ruined my career!"

"You're going to have to be more specific," Jameson retorts.

"You know what- forget you," he says, angered. "Soon, you'll come to appreciate the true marvel of my work. _All _of you." He hears a ringing sound in his ears. "Hold on, I have to take this."

"Well, it's not like I'm going anywhere." Jameson grunts.

"_**Quiet. **_Or I will silence you myself!" Mysterio threatens.

"Quentin, what are you thinking?! Spider-Man escaped!" A voice comes in through the communicator in Mysterio's ear.

"Sorry, but I've got much more important plans now. I'll get Spider-Man when _I _feel like doing so, and I'll alert you then." He replies.

The person on the other side of the communicator fumes. "Quentin! Who do you think you are to disobey my-"

He turns off the communicator, taking it out of his ear. "Annoying, wasn't he?" He turns to Jameson, still tied up in his chair. "Now, for the fun part..."

* * *

><p>The Avengers return to Avengers Tower, where Iron Man nearly pukes at what he sees.<p>

"What the- _FALCON!_" he yells, drawing the attention of other pedestrians.

"Nothing to see here, folks," Hawkeye addresses the crowd. "Just a friendly team gathering."

"What is it?" Falcon flies towards Iron Man, who taps his foot on the ground impatiently.

"'What is it?' Do you not _see _what happened to the tower?!" He points to the top of the tower, where the _A _centerpiece of the tower now lies on the ground, in pieces.

"Sir, it appears you may be overreacting." J.A.R.V.I.S says from inside of Iron Man's suit, gaining many snickers from the other Avengers.

"Stop it, J.A.R.V.I.S." Iron Man turns to his teammates. "And you stop it too."

"Sorry, it fell from the tower after our fight with the Spider-Man imposter, and it was going to land on people," Falcon says, shrugging. "I can't save both."

Iron Man sighs. "Sorry, I know I'm overacting. I doesn't help that I have a massive headache right now..."

"That's usually what happens when you fall 100 feet from the sky," Black Widow smirks.

"Wait, did you guys say you fought the Spider-Man imposter? And he _won_?! _Awesome!_" Spider-Man exclaims.

The six other Avengers turn towards him, slightly annoyed.

He clears his throat. "Sorry. Joking. Why are we here again?"

"I put a tracking device on the imposter, but I need to go to my lab to access it," Iron Man explains. "We'd better hurry; we don't want to keep Jameson waiting."

"We don't?" asks Spider-Man.

The six Avengers turn to him once again.

"Joking, again. Sorry."

"I agree with the webhead. I'm hungry. Jameson can wait." Hulk growls, walking through the front door to Avengers Tower.

"The green man speaks true! I feel famished," Thor says, following Hulk and the others into the tower.

* * *

><p>The Avengers sit in Tony's lab while he works. They all have their masks off, munching on sandwiches Clint prepared for them, much to Tony's chagrin.<p>

"Guys, I said _no _food in the lab."

"Did you honestly expect the boys to listen to that?" Natasha grins.

"Y'know, this is _my _lab..." Tony mumbles.

"And this is one _good _sandwich!" Sam says.

"Thanks. I took a class." Clint replies with a smirk.

"Okay, guys, I think that's enough," Steve interrupts. "You're going to drive Tony crazy. Did you find anything?"

"_Thank you, _Steve." Tony turns towards the monitor in front of him, and presses a button on the control panel. A hologram of a warehouse pops up on the screen. "They're here."

"So do you know who took Jameson?" Sam asks, eating his sandwich.

"Yep. He goes by the name Quentin Beck, or Mysterio." Tony starts.

"Whatever. Can we just get to smashing?" Hulk asks, eating what must be his fifteenth sandwich.

"_No. _Why haven't you reverted back to your normal form?"

"I'm hungry."

"Whatever," Tony sighs. "A couple years ago, Quentin Beck planned a magic show, and he dubbed himself, 'Mysterio'. Turns out that his entire show was a hoax. He used hologramsto deceive his audience, and Jameson ran an article about it in the newspaper. Ruined the whole guy's career. I guess that's why he took him."

"I guess JJJ has a thing for ruining people's lives, huh?" Peter says, thinking of what Jameson would have to say about him once he got back to the Bugle.

"How do we plan to free triple J?" Thor asks.

"Quentin has security all over the warehouse. Guards, cameras, you name it. I wouldn't be surprised if he's monitoring the outside of the warehouse from inside," Tony explains. "We can't all go in at once."

"That's fine," Natasha starts, standing. "Peter and I will go."

Peter nearly chokes on his food. "Uh, I don't think that's a good idea. He _hates _me. Not like high-school girl hate, serious _hate _hate."

"Well, if you rescue him, he's sure to have a newfound respect for you, isn't he?"

"Ugh, I hate it when you guys are right," Peter groans. "But, before I go, there's something I need to tell you guys."

"What is it, Peter?" Tony asks.

"Well, I know who constructed that attack on the Manhattan Bridge two days ago. It _was _Alistair Smythe."

"How do you know?"

"Uh, well... I, uh..." he stammers. _Oh man. I already told them I didn't know who Black Cat was, what do I do now? _"I got it from an inside source," he lies.

"Inside source, huh?" Tony says. "Something you're not telling us, Peter?"

"No, of course not!" He exclaims. "I, uh, just wanted to tell you because I'm sure it's him."

"Perhaps the youngling speaks true, Stark." Thor says.

"Okay. We still need more proof to go on, alright Peter?" Tony says. "For now, we need to get Jameson back to the city. You and Natasha get ready to go."

* * *

><p>"Have you ever been called a bug before?" Spider-Man asks, crawling through the air vent.<p>

Spider-Man and Black Window arrived on scene at the abandoned warehouse, noticing cameras covering every inch of the building. Black Widow suggested going in through the top of the warehouse, and getting in through the vents. _Man, crawling through the air vents on the Helicarrier was waaay better than this, _Peter thinks.

"No." She replies.

"Well, it's annoying. Arachnids and bugs are two _completely _different things. You see, an arachnids have eight legs, whereas bugs have six, so-"

Black Widow covers his mouth, cutting him off.

"Mmmfph?"

"Shh! They're right below us," she whispers. "I can hear them talking."

"...What are you going to do to me? I don't even know who you are!" Jameson's voice can be heard through the air vents, and he sounds angry. _No surprise there, _Peter rolls his eyes.

"I don't understand your obsession over Spider-Man! You, Smythe... there are much better creations in this would to observe! Me, for example!" Quentin replies, putting on his helmet.

"Smythe?" Black Widow mouths to Spider-Man.

Spider-Man nods his head. "See? I _was _right," he boasts. "Now you know I wasn't-"

"Shh!"

"Right," Spider-Man whispers. "Sorry."

"You just wait! The Avengers will be here for me soon!" Jameson yells.

" I doubt the Avengers are intelligent enough to figure out where we are," Mysterio says, smug. "There's no way anybody would be able to get in here without setting off some sort of alarm."

"This is where we make our move," Black Widow whispers to Spider-Man. "All we need to do is take out Mysterio, and get Jameson out of there. Cap and Hawkeye are taking care of the guards outside of the warehouse. Got it?"

"Uh... could you repeat that?"

She rolls her eyes. "Just follow my lead."

She kicks down the air vent, and it crashes below them. Black Widow gracefully lands on the ground, with two feet firmly planted on the ground, while Spider-Man lands on all fours.

"Black Widow!" Mysterio yells, surprised.

"Quentin." She responds.

"Spider-Man!" Jameson barks, angered at his presence.

"Hey, flat top. Happy to see me? Your knight in shining armor?"

"How did you- how did you find me?!" Mysterio asks, turning to his monitors. "I've been watching the perimeter the entire time!"

"Maybe if you took that fishbowl off your head, you'd be able to see better." Spider-Man jokes.

"Don't anger him, Spider-Man." Black Widow starts. "Quentin Beck, you are under arrest for kidnapping J. Jonah Jameson, editor of the Daily Bugle." She raises her guns, pointing them at him.

"I am no longer Quentin Beck! Soon, the world will know me as _Mysterio!_" He exclaims.

"Nah, pretty sure the world will know you as, 'The Amazing Fishbowl-Man!'" Spider-Man exclaims, much to the annoyance of Mysterio.

"Smythe was right. I didn't think you were _this _much of an annoyance."

"What?!" he exclaims. "You guys were talking about me behind my back? That hurts," he says, wiping an imaginary tear from his eye. He aims his web shooter at Mysterio's control panel, yanks down, making it fall to the ground. The monitors above the control panel, which were used to observe the outside of the warehouse**, **all shut down at once. "Luckily, _that _made me feel better."

"You incompetent fool!" Mysterio screeches,kneeling beside the control panel on the floor."You've ruined it! This... this is all your fault!"

"Uh, hello? There are _two _spider people here," Spider-Man gestures to Black Widow. "Which means it's only half of my fault."

"I am _not_ a spider person," she says, eyes fixated on Mysterio. "Don't move. You keep mentioning Smythe... I assume he's your employer. Where is he?"

"Doesn't matter." He pulls out a ball from a nearby compartment. It's blue in colour, and about the size of his palm. "I don't need a control panel to show you my _true _power."

"_Don't move!" _Black Widow yells, finger on the trigger.

"You know, you could be doing a community service," Spider-Man starts, pointing to Mysterio's helmet. "Who knows how many goldfish are in need of a home?"

"You, Spider-Man, are a _pest_. And you know how we deal with pests?" Mysterio asks.

"With warm hugs?"

"We _exterminate _them. Let's see you try to get out of _this._" Mysterio throws the ball he has in his hand on the ground, which engulfs the entire room in a thick, gray smoke.

"Smoke bomb?" Black Widow asks, coughing.

"No..." Spider-Man croaks. "Something different..." He closes his eyes, trying to block out everything around him. When the smoke clears, he opens his eyes to see Mysterio, along with everything else in the room, _gone. _

"That's odd," Black Widow says. "There's no way he would've been able to carry all of that."

"Aww man!" Spider-Man exclaims, sounding disappointed. "He left Jameson."

"Get me outta here!" Jameson yells, squirming in his chair.

"Spider-Man, untie Jameson." Black Widow walks towards the door of the room, drawing her gun close to her body. "I hear footsteps outside. I'll communicate the rest of the Avengers; you meet me outside the room when you're finished." She leaves the room, leaving Spider-Man and Jameson alone.

_Ugh. Jameson, _Peter thinks._ As much as I want to leave him here... I can't. That wouldn't be right. _"Alright, JJJ, it's time to go." He walks over to Jameson, extending his arms to untie the rope around his body.

"There's no way I'm going anywhere with you, you menace!"

"Well, okay then. I'm cool with that. I guess I'll just leave you here." He waves at Jameson, walking towards the door. "Nice knowing ya! Well, not really."

"No! Wait!" Jameson pauses, as if he's about to say something embarrassing. "Help me."

"Could I get a please, _please?_" Spider-Man asks, turning around.

Jameson rolls his eyes. "Help me. _Please._" He spits out the last word as if it pains him to say it.

"Oh man. I should've recorded that. Would've made for a great ringtone, don't you think so?" He moves towards Jameson, beginning to untie him from his chair.

"I still think you're a menace."

"You should put that on my birthday card." Spider-man finishes untying Jameson from his chair, and throws the rope aside. "There. Now you can go back to being angry, or yelling, or whatever it is you do all day."

"Listen here, bug-"

"Spider-Man!" Black Widow calls from outside the room. "I need you out here. _Now._"

"What's wrong? Find a predator?" He quips, laughing to himself. "Get it?" He asks, nudging Jameson. "Because a Black Widow is a spider with-"

"Don't touch me," Jameson retorts, stepping away from him.

"_Spider-Man_..."

"Yeah, yeah, we're coming." Spider-Man and Jameson step out of the room, only to find themselves in an entirely different place. The three stand in a completely barren area, the cool breeze blowing trees slightly.

"Where are we?" Jameson asks.

"Well, we're definitely not in Kansas anymore," Spider-Man replies.

"You think this is funny, you web-slinging menace?!" Jameson yells, stretching his arms out. "I bet this was all your idea!"

"Y'know, I'm reeeally tempted to web your mouth shut right now."

"_Children,_" Black Widow starts, turning towards the two. "Focus. Something's clearly not right here. I came out here because I heard footsteps - Mysterio must have continued down the hall. Let's go."

"My guess is whatever Mysterio threw down is- woah!" Spider-Man's spider-sense abruptly goes off, interrupting his sentence.

"What is that? Your satanic sense?" Jameson asks.

"_Spider-_sense, thank you very much," Spider-Man replies, rolling his eyes at Jameson's comment. "It's going crazy."

"I think I know why." Black Widow points towards the right side of the area, where slow shadows can be seen creeping slowly towards the three.

"W-What is that?" Jameson asks.

The shadows creep closer and closer, until they are in the three's range of sight.

"Oh no." Spider-Man says, summing up what everybody else is thinking.

Spider-Man looks at his worst enemies - Doc Ock, Green Goblin, Sandman, Venom, even Batroc - _all _in front of him. _Every. Single. One._

"Uh... I don't take it you guys are here for my surprise birthday party, are you?" He jokes, nervous.

He is met with silence. The enemies slowly creep closer and closer to him, their grins widening.

"This has to be another one of Mysterio's illusions," Black Widow suggests, drawing her guns. "Just don't panic."

The enemies advance, until they stop. They wait a moment - then they lunge towards him, all at once.

_Okay, _Peter sighs. _Now I'm panicking._

* * *

><p>Inside the S.H.I.E.L.D. Helicarrier, Harry stands amongst Nick Fury and Curt Connors, who analyze Norman Osborn, or rather, Green Goblin, in front of them. He is held in a containment cell shaped like a cylinder, for the protection of the other agents on the Helicarrier.<p>

"When will he be okay?" Harry asks, staring at the monster his father has become.

"We can't say for sure, Harry," Curt says. "As I explained before, the Goblin serum turned him into more of a Goblin than before. It's going to take a while before we can change him back to his normal form."

At the sight of Harry's disappointment, Nick puts his hand on his shoulder. "Don't worry, kid. We have our best agents working on this to get him back to normal," he says with a smile.

The boy nods his head, but inside, he feels resentment towards not only Director Fury, but all of S.H.I.E.L.D. _This isn't the first time this has happened, _he thinks, looking at his father. _This has happened twice, and all because of S.H.I.E.L.D... and Spider-Man._

"I have to get home now," Harry says.

"Alright, kid." Nick gestures to an agent on the other side of him. "Agent Romita, please escort him out of the Helicarrier."

_I thought things would change when he was cured, _Harry thinks as he is escorted down the corridor. _I thought we would be able to be together more... and he finally started caring. _He feels tears threatening to escape from his eyes. _Nothing's changed. Nothing at all._

* * *

><p><strong>In this chapter we have the appearance of another new villain! Mysterio is one of my favourite Spider-Man villains, so I just had to include him :) Please tell me what you guys thought of the chapter!<strong>

**And another off-topic question: Are you guys watching the Olympics? If you are, what team are you cheering for? I'm Canadian, so naturally, I'm cheering for Canada, haha :)**

**-ThatOneGirl32**


	10. Mysterious Encounters, Part 3

** jazzybizzle: Thank you! :)**

** sport21: Yup, Mysterio is one of my favourite Spidey villains, so I just had to put him in here :) And thank you!**

** The World Is Alive: Thank you! I'm glad you're enjoying it :)**

** ilikehats2: You'll see how he escapes this chapter :)**

** Silentman87: Thanks!**

** ArianandXaia: It always seems to go back to Harry, doesn't it? And thank you! :)**

** latinoheat151: Yup, Shocker was in this earlier, but as Herman Schults. Expect more Shocker in the future, and as for Vulture, you'll just have to keep reading to find out ;)**

** randomness: Haha, it seems they're always getting interrupted, aren't they?**

** Guest: You'll just have to wait and see :)**

** bekkihaiti: That's exactly how I feel when I'm reading the comics, haha.**

** Luxraylover: Thank you for the reviews! I'm currently working on writing longer chapters, it's definitely something I need to improve on. Thanks for all your tips and advice, it really means a lot to me! Same with wishing me good luck on my exams. :)**

** Whispering wolf: Haha, that's exactly how I feel too.**

**Here's chapter 10, part 3 and the conclusion to Mysterious Encounters! Enjoy!**

* * *

><p>Spider-Man dodges a multitude of attacks from Venom, who attacks with an even greater amount of strength and power than the last time they fought.<p>

"Hey Venom, been drinking your milk lately?" He raises his foot to kick him square in the gut, sending him flying towards a nearby tree. "Looks like you need some-"

Spider-Man's witty remark is cut off when he is grabbed by one of Doc Ock's tentacles, and smashed repeatedly into the ground.

"Okay, _that _hurt," he groans. "Widow!"

"Jameson, stay behind me!" She yells, firing her guns at a woman who is dressed similarly to her.

"Who's that? She doesn't look like one of mine." Spider-Man asks, dodging a kick from Kraven, while webbing one of Doc Ock's arms to the ground.

"She's not. She's one of my villains," Black Widow explains. "Her name is Yelena Belova, also known as the _Black Widow_."

"Wait, there are two Black Widows? Geez, this is confusing."

"You vile creature! Stay still!" Doc Ock huffs, trying to hit Spider-Man with his robotic arms.

"Dude, shh," Spider-Man says, putting his finger to his lips. "I'm in the middle of a conversation here-" Beetle shoots out missiles from his arms, which Spider-Man webs and sends right back towards him. "-and I'd appreciate it if you'd stop trying to _kill me!_"

"Yes," Black Widow answers. "There are two Black Widows. But I'm more of one than she'll ever be." She sends a roundhouse kick to the face of Yelena, who lands a few feet away from her, unmoving. "Jameson - what the - Jameson?!"

Black Widow turns around to see Jameson cowering behind a tree, from a multitude of Spider-Men. "Hm. Funny."

"Get away from me, you bug-brained buffoons!" He takes out pepper spray from his pocket, aiming it towards the Spider-Men. "I _will _use this!"

"You're _kidding_!" Spider-Man exclaims. "Here we are, trapped with our worst villains-" He dodges an electric shock from Electro, and which instead hits Scorpion. "-and you get me?! Are you serious?!"

"Jameson," Black Widow starts, extending a hand out to him. "Remember, it's not real." She punches a fake Spider-Man copy, sending him sprawled out on the ground.

"Hey! I'm sure _you _wouldn't appreciate it if I started punching fake-you like that," Spider-Man says, crossing his arms.

Spider-Man, Black Widow and Jameson slowly walk away from the villains in front of them, until the three stop, standing back to back.

"We're outnumbered," Spider-Man says, looking at the villains circling them. "There's no way we're going to get past all of these villains."

"Unless... we don't _need _to get past them!" Black Widow exclaims, figuring it out. "None of this is real. It's just one of Mysterio's illusions."

"Feels real to me." Spider-Man says, rubbing his arm where he was hit.

"It only _feels _real because we _believe _it is," she explains.

"You're right. If we ignore their attacks, the illusion will disappear. We need to _let them _hit us!" Spider-Man agrees.

"Are you crazy?!" Jameson yells. "There's no way I'm letting one of them hit me!"

"Then there's no way you're getting out of here _alive, _Jameson. You need to cooperate," Black Widow points out, putting her hand on Jameson's shoulder. "You'll be fine." She reassures him. "Plus, do you think we'd let any of them hurt you?"

"I know you wouldn't, but _him_..."He points an accusatory finger at Spider-Man.

Spider-Man simply rolls his eyes and crosses his arms. "Listen, flat top, I wouldn't let them hurt you. Morals and whatever. Let's just get this over with, shall we?"

The three turn back to their enemies, trying to remain -Man faces an angry Rhino, who grins menacingly at him. "Time to play squash the spider." He charges towards Spider-Man at full speed, his horn ready to ram Spider-Man head on.

_Okay, _Peter gulps. _I hope this works._

* * *

><p><em>5 minutes earlier...<em>

"Smythe, come in, it's Quentin."

Quentin stands in a secluded room deep in the warehouse, with his helmet in his hands. He stands at the left corner of the room, filled with various monitors used to observe the interior and exterior of the warehouse. He observes his captors on one of the monitors in front of him, grinning at their efforts to fight the illusion.

"Ah, Quentin. Are you here to apologize for earlier? I am your _superior_, and I will not tolerate you speaking to me-"

"Save it, Smythe." Quentin says, interrupting him. "I've got them. Jameson, Black Widow, and _Spider-Man_."

"...What?"

"They're trapped." Quentin grins. "I released a hallucinogenic gas into the room - and it placed them in a fear landscape. It contains all of their worst enemies - and the best part is, they believe it's _real._ Aren't illusions breathtaking? Just think what I could show the world... if only Jameson could see me _now_."

"Don't get ahead of yourself, Quentin. I require you to bring Spider-Man to me, or the deal's done."

"Oh, I know, Smythe," Quentin replies, putting his helmet back on his head. "How do you want the bug? Dead or alive?"

"Doesn't matter," Alistair says with a sly grin. "Just bring him to me."

"Not a problem, Smythe." Quentin grins, putting on his helmet and looking up at the monitor in front of him. "Not a problem at all."

* * *

><p><em>The present. <em>

Spider-Man braces for impact, Rhino charging at him. His spider-senses blares in his head, but he ignores it. _Just stay calm... don't panic, _he breathes.

He closes his eyes just before Rhino hits - and feels _nothing. _He opens his eyes and turns around to see that Rhino ran right through him, Black Widow, and Jameson. The same goes for the other villains, who throw punches at the three, but to no use.

"The illusion is broken." Black Widow says.

"Great," Spider-Man says. "Cause that-" he points to Rhino. "-could've gotten messy."

"What's happening to them?" Jameson asks, eyes fixated on the mass of villains in front of him.

With every step they take, the villains slowly begin to dissipate - leaving behind fragments of their bodies as they advance.

"The villains are disappearing," Black Widow explains. "This illusion won't work on us anymore."

Jameson turns to the masked teen with a scowl on his face. "Looks like they forgot-" His comment is interrupted when he finds he can no longer speak, due to the web covering his mouth.

"That's enough out of you. I'm sick and tired of you always accusing me of things I didn't do. I came here to save you, alright? I didn't have to come here, but I did, even though you hate me. I don't get why you can't see that." Spider-Man says, arm extended. _Okay. It felt good to get all of that out, _Peter thinks.

"Okay," he sighs. "I'm done ranting now."

He turns towards Natasha, expecting to be reprimanded about what he just did, but instead, she smiles at him.

"I've been waiting for somebody to do that," she admits, lowering her voice. "Thank you. Come on, let's go." She continues down the corridor, breaking into a slow run. "We need to hurry!"

"MMMPH!" Jameson yells, his voice muffled by the web on his mouth.

"Don't worry JJJ, that should dissolve in about an hour," Spider-Man says.

"MMMPH?!"

"Did you just say you wanted to hear the story of how I made my web shooters?" Spider-Man asks, putting his hand on his heart. "Aww, JJJ, nobody's ever asked me that before." He slings his arm around Jameson's shoulder, gaining a grunt from him. "Well, it all started when I got bitten by a radioactive spider..."

Jameson rolls his eyes, sighing under the web. This is going to be a _long _day.

* * *

><p>"Any word on Spider-Man, Quentin?"<p>

"No, Smythe. Spider-Man, Black Widow, and Jameson were able to overcome my fear landscape. Interesting, isn't it? I see why you would want such an interesting specimen like Spider-Man," Quentin answers into his communicator.

"Are you having trouble completing your task, Quentin?"

"No," he replies. "As an illusionist, I must be prepared in case of failure. I have many more tricks up my sleeve, Smythe. You will not be disappointed."

"Very well. We both know what would happen if you were to disappoint me, Quentin," Smythe says with a smirk. "I'm waiting."

* * *

><p>"I've tried contacting the rest of the Avengers," Black Widow says, addressing Spider-Man. "But I haven't been able to reach them. Mysterio must be blocking the signals somehow."<p>

"Same here," Spider-Man replies. "How about you, JJJ?" He turns back towards Jameson, who slowly trudges behind Spider-Man and Black Widow. Jameson answers with a roll of his eyes, due to the fact that the web is still on his mouth. "Looks like he had no luck either," Spider-Man continues.

"I think you're just giving him _more _reasons to hate you," Black Widow smirks.

"As long as I exist, he's gonna hate me. I might as well make it fun, right flat top?" He says, addressing Jameson, who grunts in reply. "See? He agrees."

The three walk until they reach the end of the corridor, where a tall, black door stands in front of them. Black Widow draws her gun, inching closely to the door, and lowering her voice.

"Be prepared for any attacks in there." She kicks the door down with her foot, sending it to the ground with a loud _**CRASH!**_

"You could've just opened the door," Spider-Man starts. "There was a doorknob right-"

"Shh!"

"Just saying," he says, lowering his voice to a whisper, walking into the room. "I don't see any bad guys, but this is definitely_ weird_."

The three look around the room, where they find themselves in a hall of mirrors. Mirrors surround every square inch of the room, above them, below them, and around them. The mirrors differ in shape, going from tall and wavy to short and straight.

"Okay, I already don't like this." Spider-Man shudders, remembering his first encounter with Doc Ock.

"I see a door up ahead," Black Widow says, pointing to the door on the far end of the room. "Let's go."

The three continue down the hall when Spider-Man's spider-sense goes off. _That's weird, _Peter thinks. _My spider-sense is going off but I don't see any danger... _He ignores his spider-sense, and continues walking towards the door, when he feels somebody grab his shoulder.

"Okay, Jameson, could you-" He spins around to see not Jameson standing behind him, but _himself. _"Oh. Hello."

The Spider-Man punches him square in the face, sending him crashing into Black Widow.

"This again?! As if it wasn't annoying the first time!" He exclaims, rubbing his face.

"I don't think this is the same thing as before," Black Widow states, standing. "Look."

Spider-Man and Jameson look behind them to see different versions of themselves, stepping out of the mirrors around them. The figures are distorted, due to the different sizes and shapes of the mirrors. Abnormally tall Spider-Men crawl out of the mirrors at the top of the room, while fake Black Widow's and Jameson's creep out of the mirrors surrounding the three.

"You're right. It's _worse_," Spider-Man groans. "What do we do now?"

"This doesn't look like the same illusion as before," Black Widow says, raising her guns. "We're going to have to come up with a different way to get out of this."

"So our plan is we have no plan?"

"No, our plan is simple. Don't die." She leaps up above Spider-Man, sending a roundhouse kick to a fake Black Widow.

_That's encouraging, _Peter sighs. "Jameson, just stay behind me, and I'll-"He turns around, looking up to see an abnormally large J. Jonah Jameson. "You're not Jameson."

The fake Jameson grins menacingly at Spider-Man, cracking his knuckles.

"What are you gonna do? Yell at me some more? Hit me with a newspaper?" Spider-Man taunts. "Come on, we both know you can't hurt me."

Jameson kicks him square in the stomach, sending him to the ground. "Okay, maybe you can," he wheezes. He gets up off the floor, dusting himself off. "But _I _can do _this_."

He punches the fake Jameson in the face, sending him flying across the room. _Okay, I have always wanted to do that! _Peter thinks, giddy.

The fake Jameson crashes into a mirror behind him, breaking it. A second Jameson tries to creep out of the same mirror, but is stopped by the large crack in it.

_That's weird... _Peter thinks. _The other Jameson was stopped from leaving the mirror when it cracked. Maybe that's the solution to all of this!_

"Widow! Stop fighting them! We need to smash the mirrors!" He yells, addressing Black Widow.

"What do you mean?"

"They can't come in if we destroy their only way of entry," he explains, punching a hole in one of the mirrors.

"Good idea," she says, using her guns to shoot up the mirrors. "If only you could've thought like that when you were designing your suit."

"Hey!" Spider-Man exclaims, offended. "What is it with you guys and insulting my suit?"

After a few minutes, Spider-Man and Black Widow finish smashing the final mirror, cutting off any other copies from entering the room.

"Okay," Spider-Man huffs, sitting. "That was _exhausting_."

"No time to rest, Spider-Man," Black Widow says, starting for the door. "We have to go now."

"Come _on! _Could we just sit down for _one _minute?"

"Well... fine," she sighs, sitting.

"Yay!" He exclaims. "Make yourself comfortable, Jameson."

Jameson rolls his eyes and walks towards the door, as far away from Spider-Man as he can get.

* * *

><p>"It appears they've bested my second illusion," Mysterio says, amazed. "No matter. This final illusion will show them my <em>true <em>power."

He turns towards the door in front of him, expecting Spider-Man, Black Widow, and Jameson to enter at any minute.

"You'll show them," he whispers. "You'll show _all _of them."

* * *

><p>"Mysterio's in here, I'm sure of it," Black Widow says, ear pressed to the door. "I can hear his footsteps." She turns towards Spider-Man. "Our goal is to capture Mysterio with little to no property damage, or injuries. Understood?"<p>

"Come on, when have _I _ever caused property damage?"

She narrows her eyes at him. "Is that supposed to be a joke?"

"Uh, yeah, well... never mind. I understand," Spider-Man says, lowering his head.

"Let's go!" She kicks down the door once again, revealing an empty room, with Mysterio in the center of it.

"And here I thought you said no property damage," Spider-Man says, earning a glare from Black Widow.

"So nice of you to join me.," Mysterio announces. "I was beginning to think you weren't going to make it."

"Nah, I wanted to make sure to get a picture of you before I leave," Spider-Man says. "People wouldn't believe me if I just told them how _ridiculous _you look."

"Funny, Spider-Man. Soon, you will come to appreciate the full expertise I exhibit with my illusions. With the flick of a hand-" He waves his hand in the air, changing the room into desert wasteland. "-I can create any landscape I imagine." He flicks his hand once more, changing the room's appearance back into what it once was.

"Enough with the theatrics, fishbowl head," Spider-Man starts. "National Geographic is having a special feature on spiders tonight. Wouldn't miss it for the world. Or for, y'know, a guy with a fishbowl on his head."

Spider-Man extends his arm, aiming his web shooter at Mysterio's helmet. He shoots, only to have Mysterio disappear from where he was standing and appear at the other side of the room. "Okay, that's really cool," Spider-Man admits.

Black Widow tries shooting her guns at Mysterio, but he does the same thing again, only this time appearing behind the two.

"How will you fight me-" He appears at the far left side of the room. "-if I'm everywhere at once?" He reappears on the top of the ceiling, standing upside down.

"Hey! That's _my _thing!" Spider-Man calls out, shaking his fist in the air.

"Mmmph!" Jameson mumbles, pointing to his mouth.

"JJJ, I get it. 'Angry Spider-Man hate, blah blah blah,'" Spider-Man says, imitating Jameson's voice. "But I don't think that's going to be helpful here.

"MMMPH!"

"Spider-Man, could you remove the webbing from Jameson's mouth? I think he's trying to tell us something."

"Do I have to?"

She folds her arms, giving him a stern look.

"Okay, okay, you can stop giving me the evil eyes now." He rips the webbing off of Jameson's mouth, wiping it on his suit. "There. Now you can go back to being angry, or whatever it is you do all day."

"YOU WALL CRAWLING MENACE!" Jameson yells at the top of his lungs.

"Dude, be grateful that didn't rip off your moustache. That would've been bad."

Black Widow rolls her eyes at Spider-Man's comment. "Ignore him, _please. _Jameson, it looked like you were trying to tell us something. What was it?"

"You can't attack him like that!" Jameson exclaims. "That-" he points to Mysterio's helmet. "-controls his magic powers or whatever it is he's using. I would've told you that earlier, but _**I COULDN'T!**_" He yells, turning towards Spider-Man.

"Don't worry, JJJ, you'll have time to cry about this later. For now, I have a fishbowl to deal with."

Spider-Man crawls on the side of the room, reaching the ceiling where Mysterio stands. "You're not the only one who can stick to walls." He charges towards Mysterio, who simply moves out of the way.

"Not even you can withstand the true power of Mysterio! Soon, the entire world will marvel at my power!"

"Dude, _seriously_? This entire time, who haven't thrown a single punch, and I know why." Spider-Man runs towards Mysterio, jumping high, and kicking off his helmet. Quentin's disguise immediately disappears, leaving him in only his green suit and purple cape. "You're just some guy looking for attention. Plus, your head is an aquarium. Sorry, I just had to mention that one more time," he snickers.

Spider-Man holds the helmet in his hands, looking back and forth from the helmet to Quentin. "Great! Now I can donate this to the local pet shop! That's my last fishbowl joke for the day. _Promise,_" he extends his pinky finger. "I'll even pinky swear it."

"No... _**NO!**_" Quentin yells, falling from the ceiling.

"Don't worry, Quentin." Spider-Man jumps down from the ceiling, catching Quentin in his arms and using a web to lower them both to the ground safely. "I wouldn't let you splat."

"Well done, Spider-Man," Black Widow says, pulling handcuffs out of her holster. "Quentin Beck, you're under arrest for kidnapping a public authority figure."

As she handcuffs his hands together, she pulls the communicator out of his ear. "Thank you. I'll be needing that," she says with a smile.

"A word of advice for when you eventually get out of jail in a hundred years, invest in some super glue, it would help your helmet stay on," Spider-Man says, laughing.

Quentin glares menacingly at Spider-Man as he is escorted out of the room. "You just wait, Spider-Man... you'll get what's coming to you."

"Oookay. That wasn't creepy at all." He turns towards Jameson, who mumbles angrily to himself. "So, JJJ, you have a fun day?"

"You listen to me, you menace. After your little stunt today, I am going to make your life even _worse._ You _wait._" Jameson storms out of the room, leaving Spider-Man alone.

_Two threats in one day,_ Peter sighs. _Greeeat._

* * *

><p>"Widow! Spider-Man!" Captain America exclaims, running towards the two. "Are you guys alright? I'm sorry we couldn't get it, something was blocking us from communicating you."<p>

"Calm down Cap, they're fine," Hawkeye says, standing beside Black Widow. "She can take care of herself. Trust me. Plus the fact that they got him-" He points to Quentin, who is restrained by his handcuffs. "-is reason enough to believe they finished the job."

"Well," Spider-Man says, placing Quentin's helmet in Captain America's hands. "I should get going now."

"Why is that?"

"If I don't get home soon, my Aunt May is gonna _kill _me."

"Funny how one of our Avengers still has a curfew," Hawkeye smirks.

Spider-Man rolls his eyes, ignoring Hawkeye's comment, and shoots a web at the nearest tree. "Oh, before I leave, don't forget to put the fish in there!" He exclaims, pointing to the helmet in Captain America's hands. "Oh man. I just broke my promise!" He swings towards the tree, propelling himself higher into the sky.

"What's he talking about?" Captain America asks, confused.

Black Widow smirks at the figure swinging away from them. "You had to be there."

* * *

><p>Peter returns home to see not only one, but two people waiting for him on the couch.<p>

"Hey Aunt May, and... Ava?"

"Peter, we've been waiting all night for you!" Aunt May exclaims, walking towards him. "Is that a bruise on your face?" She asks, cupping his face with her hands.

_Great. How do I lie my way out of this one? _"Uh... yeah! I, uh, I..." He stammers, trying to think of a believable lie. "I fell down the stairs at school."

"_Again?_" Aunt May asks, crossing her arms.

"Yup. _Again_." He says, lowering his head.

"Be more careful next time. That's the _fourth _time this week, Peter. Maybe Ava could teach you to be a bit more careful," Aunt May smirks, walking away from the two. "You kids have fun. If you need anything, I'll be in the basement." She walks towards the white basement door in front of her, and walks down the stairs, shutting the door.

"'Fell down the stairs', huh?" Ava says, imitating Peter's voice.

"For the record, I sound _nothing _like that," he starts, sitting on the couch beside her. "And yes, I know, I need to come up with better excuses."

"Maybe you should borrow some makeup so I can use it to cover up your bruises," she smiles.

"No thank you," he says, laughing. "Wait. That isn't some kind of boyfriend-girlfriend bonding thing, is it?"

"What? No!" She exclaims. "You really don't know anything about relationships, do you?"

"Considering this is my first one, no, not really."

"Well, maybe I could help with that," she smiles, looking directly into his eyes.

The two lean in close to each other when they are interrupted by a car honking outside.

"Oh! It's probably a S.H.I.E.L.D. agent. Fury said I would need to be back by 9." She explains.

"Is this gonna be a thing now? Are we gonna be interrupted every time we try to kiss?" Peter groans, throwing his hands up in the air.

"Maybe," she smirks. "But not this time." She cups his face with her hands, planting a firm kiss on his soft lips. Peter's eyes widen at her sudden advance, and he kisses back, before she pulls away.

"I have to go now, Bugboy," she grins.

"Uh, yeah, right, uh- I," he stammers, flustered. "Okay."

They both walking to the door, where Petersees her off.

"So, I'll see you tomorrow?" Ava asks, standing on the front porch.

"Yeah, of course!" He waves, watching her get into the car. He walks back upstairs, watching the car leave the driveway from his room window.

_Okay, _Peter sighs, lying on his bed with a smile. _That was awesome._

* * *

><p>Alistair Smythe stands in the basement of Oscorp, looking at a bookshelf in front of him. He pushes it slightly, revealing another room behind it. Stacked on the walls are rows and rows of vials, differing in colour, from black to green. He stares at the black vials in front of him. "Failure after failure... so disappointing." He takes one in his hands, leaving the room. He walks upstairs to where Harry Osborn sits, playing a video game.<p>

"Oh, hey Mr. Smythe," Harry says, not looking away from his game.

"Hello, Harry." He walks up the stairs to his office, stopping to look at Harry. He smirks, placing the black vial inside of his pocket, where an orange vial rests as well._Not this time... _Alistair thinks. _Not this time._

* * *

><p><strong>Hope you enjoyed the chapter! Please leave me a review telling me what you thought :)<strong>_  
><em>

**Happy Valentine's Day everybody!**

**-ThatOneGirl32**


	11. A New Hobby, Part 1

** sport21: Thanks! As for the insidious six, you'll just have to wait and see ;)**

** The World Is Alive: Yup, I heard that too! If it turns out to be true, I'm gonna be really excited. I always thought she was deserving of her own movie :)**

** Silentman87: Yup, of course! Expect many more team ups.**

** ilikehats2: This chapter should answer your questions :). As for Aunt May, you'll just have to read on to see if he does ;)**

** Whispering Wolf: Haha, thanks! This chapter should answer your question.**

** Guest: Thank you! :)**

** latinoheat151: Thanks! This chapter should answer your question!**

**Here's chapter 11 guys! Starting off with a brand new story, A New Hobby! Hope you enjoy it! :)**

* * *

><p>"Black Widow saves J. Jonah Jameson from Mysterio and Spider-Man?! Are you kidding me?!" Peter exclaims, throwing the newspaper on the ground.<p>

Peter sits in Avengers Tower before school, surrounded by four of the other Avengers. Bruce lies on a blue mat, in the middle of a yoga position, and Clint and Sam sit on the floor, playing a video game on the monitor in front of them. Sitting on the couch is Steve, with a newspaper in his hands.

"Use your inside voice, please," Bruce asks from the other side of the room.

"Funny how _you're _the one asking me that," Peter sighs, rolling his eyes. "I can't believe Jameson would put that in the paper after _I _saved his butt! Maybe I should go give him a piece of my mind."

"That's not necessary, Peter," Steve starts, looking up from his paper. "I know Jameson can be a bit of a..."

"Blowhard?" Peter suggests.

"Yes, 'blowhard', as you so eloquently put it, but it doesn't matter. All you need to do is ignore him. The people of New York know you're a hero, and we do too. Alright?" Steve finishes with a smile.

"I don't get it," Clint starts, not looking up from the game. "Just punch him in the face and be done with it."

"Man, I'd love to see _that._" Sam grins.

"You will _not _be punching anybody in the face, Peter," Steve says, rolling his eyes. "Hopefully, today at our press conference, Jameson will have more respect for you."

"Press conference?" Peter asks, intrigued. "What press conference?"

"It's when we announce the new line up of the Avengers. Reporters come and ask questions, we smile, blah blah blah. Steve loves these things, but I couldn't care less about them." Clint explains.

"Well, that's not the exact way I'd describe it, but that's the general gist of it. We're holding it when you're done with school for the day." Steve says.

"After school? Well...would you mind if I brought somebody along with me?"

"Not at all. Who did you have in mind?" Steve asks.

* * *

><p>"PeterPeterPeterPeterPeter!" Mary Jane exclaims, running up to Peter at his locker.<p>

"MJMJMJ! What's wrong?"

"_Wrong_? Nothing's wrong! Everything is _so _right!" She says, hugging her books. "Spider-Man wants to do another interview with me! I can't believe it!"

"See? I told you he'd say yes."

"Although it is kinda weird how he got my phone number..."

"Yeah," Peter chuckles nervously. "Weird."

"But it doesn't matter! I'm so excited! Today, I'm Mary Jane Watson, high school student. But tomorrow, I'll be Mary Jane Watson, intern of J. Jonah Jameson, publisher of the Daily Bugle."

"That'd be awesome," Peter smiles.

"You know, they were looking for a freelance photographer too. Jameson's been looking for some clear pictures of Spider-Man, so maybe it's time you bring out the old camera. We could work together!"

"Freelance photographer, huh?" Peter says. "Maybe I could." _It's gonna take more than one person to show Jameson the hero Spider-Man is. _"But my photography skills are pretty rusty." _Haven't had much time to take pictures with y'know, saving the world and all._

"Don't worry. I'm sure you'll do just fine," she says, flashing a smile.

* * *

><p>"So I can't be team leader?" Sam asks.<p>

Peter, Sam, Ava, Luke, and Danny sit in Midtown High's cafeteria, at their usual spot. Peter and Ava sit shoulder to shoulder, with Danny beside them, and Sam and Luke on the other side of the table.

"No!" The teens reply in unison.

"Why not?!" Sam whines. "We didn't even take a vote."

"Alright," Ava says. "All in favour of Sam being team leader, raise your hand."

Nobody raises their hand, except for Sam.

"Well, I guess it's decided then," Luke says with a smirk.

"The Nova Corps would be so cool," Sam grumbles, folding his arms.

"Ixnay on the whole superhero alktay," Peter says, pointing towards a certain redhead walking towards the lunch table.

"Scooch," Mary Jane says, sitting beside Sam, and setting her cafeteria-bought lunch on the table. "Go ahead," she says, rolling her eyes. "I know you want some."

Sam takes a handful of fries from the lunch tray on the table, shoving them all into his mouth at once. "Thanks MJ," he says, voice muffled by the food.

"Hey, have any of you guys seen Harry today?" Mary Jane asks. "He texted me saying he was coming to school, but he never showed."

Peter looks over at his old team mates, to which they shrug.

"Perhaps he was feeling ill." Danny says.

"Maybe," Peter answers. "I wonder where he is..."

* * *

><p>"Uh, Mr. Smythe? What did you want to tell me? School started a few hours ago, and I've been waiting here since."<p>

Harry sits in Alistair's main office, his backpack on the ground texting on the phone in his hands. He looks at Alistair who stares out the window behind him, as if contemplating what to tell Harry.

"Don't worry, Harry. There are much more pressing concerns to be discussed." He turns towards Harry, a grim look on his face. "Concerns about your _father._"

At the mention of his father, Harry instantly looks up at Alistair, turning off his phone and putting it in his pocket.

"My dad? What about him?"

"Harry, please don't act so innocent. I know about your father. I know he's not sick. He's feeling more _green, _actually."

"How do you know that?"

"I am filling in for the CEO of Oscorp, Harry," Alistair says, circling the room. "I am _required_ to know facts like this. And I feel there's something you need to know as well." He pulls out a remote control from his desk drawer, and pushes a button, turning the monitor to the side of the room on.

"Listen, Mr. Smythe," Harry stands, flinging his backpack over his shoulder. "This... this all feels sketchy. I have to go to school now."

"On the contrary, Harry. I think you should stay." He raises the volume on the monitor, revealing the footage on the screen to be Harry at S.H.I.E.L.D. the other day.

"H-How did you get that footage?"

"Don't ask, Harry. Just watch."

Harry turns back to the monitor, watching Nick Fury talk to him. "I... I don't know what you're trying to show me, Mr. Smythe. I remember this. This was yesterday."

"So you remember?" He waits for a response from the boy, and when he nods, he continues. "Good. There's something else I need to show you."

He fast forwards the video to after Harry leaves, showing Nick Fury and Curt Connors whispering to each other, trying not to draw attention from any of the other S.H.I.E.L.D. agents.

"We can't keep lying to him like this, Curt."

"There's no way we're going to be able to find a cure for Norman anytime soon," Curt says, shaking his head. "But I'm not going to outright say that to Harry. It would break his heart, Nick. He's still a child."

"I understand." Nick says.

"Nick... if we can't find a cure... what will we do with Norman? He will we save him?"

"I think you already know the answer to that," Nick says, turning towards Norman in the containment cell. "Only one thing to do."

Quentin turns off the monitor, turning to Harry. "I believe that's enough, Harry."

"They... they can't save him?" Harry whispers.

"No. Now you understand, don't you Harry? S.H.I.E.L.D. is corrupt. Filled with _lies. _They only tell us what _they _want us to know."

"They... they said they could save him. They said they _would _save him. And now... what? Are they planning to _kill_ him?"

"They lied to you, Harry," Alistair says, putting his hand on Harry's shoulder. "But I won't. I know how to save your father."

"You do?" Harry looks up at Alistair, tears in his eyes.

"Spider-Man. The root cause of all of our problems. I recently discovered that Spider-Man's blood is the only way to cure your father in his state."

"Spider-Man...? But where would I find him?"

"No, but I have an idea of where you may first strike." He presses another button on the remote, changing the monitor to a different video. Harry watches various news reporters and civilians gathered around a red podium, anxiously waiting for something to happen.

"I... I'll do it. For my dad. This is what he would have wanted, right?"

"Of course, Harry. I _assure _you, once you return Spider-Man to me; your father will be cured."

"But... how am I supposed to do this?"

"Don't worry, Harry. There's something I had in mind. Give me a moment," Alistair replies, leaving the room. He walks down to the lobby,where he left a brown book bag, encased with the vials he took from the basement yesterday. He holds the two vials in his hands, carefully analyzing the substances. He walks back upstairs, peering into the ajar room, where he finds Harry nervously pacing around the room, a worried, but determined look on his face.

"You'll work with these. I've perfected both serums so no problems should arise, and you'll be able to revert back into human form with ease. Are you ready, Harry?"

Harry stares at both of the vials in Alistair's hands, before coming to a conclusion. "I'm ready," He says, taking both vials out of Alistair's hands.

"Perfect," Alistair says, almost grinning. "You wait downstairs. I'll give you further instructions there."

Harry leaves the office, walking down the stairs. Alistair smirks at the boy walking away from him, proud of himself.

"Well, Quentin," Alistair smirks. "It seems your illusions were good for something after all."

* * *

><p>"Welcome to Avengers Tower, I hope you enjoy your stay!" Spider-Man hangs upside down on a web attached to the ceiling, speaking to an all too familiar redhead.<p>

"I can't believe you brought me here!" Mary Jane exclaims, pointing her camera towards Spider-Man's face.

"I know. I'm amazing, aren't I? Or maybe even spectacular."

"Don't flatter yourself, Spider-Man," Black Widow smirks, walking into the room.

Mary Jane points her camera in her direction, zooming in on her figure. "Oh right, I forgot there were two spider people on this team."

"See? You _are _a spider person!" Spider-Man exclaims, dropping from his web.

"Funny," Black Widow says, rolling her eyes. "You kids have fun. Hawkeye and I have things to take care of."

Black Widow leaves the room, followed by Hawkeye, who stops by Mary Jane, turning the camera in her hands to him.

"You don't know what you're missing out on," he says, grinning. "_I'm _the one you should be interviewing."

"Yeah, yeah, whatever," Spider-Man says, shoving him out of the room, and earning a giggle from Mary Jane. "Now, so we're not interrupted next time, let's go somewhere else."

"Where are we going?" Mary Jane asks, camera focused on Spider-Man.

* * *

><p>"So, Spider-Man, are the rumours true? Do you go to Midtown High?"<p>

Mary Jane and Spider-Man sit atop the Avengers Tower, where Spider-Man chose as a way to get some one-on-one time with her.

"Uh, my name is Spider-_Man, _not Spider-_Boy,_" he replies.

"Really? You sound familiar to me..."

"Do I?" He asks, deepening his voice. "I can't imagine why."

"Alright, next question," she laughs. "I have a fan question here from one of my friends, Sam. Any romantic interests?"

_Of course he would ask that, _Peter thinks, rolling his eyes. "Uh, well... y'know..."

"Come on, spill! Who is it? Black Widow?"

"Wha- no! I, uh... you..." He stammers, trying to come up with an answer. "If I _was_ dating Black Widow, which I _definitely am not, _I'd probably be dead by now. Y'know, Black Widows aren't exactly fond of male spiders," He answers.

"Hm," Mary Jane says,zooming in her camera. "Good answer," she says with a smile. "Here's another question. And don't worry, it has nothing to do with your romantic life."

She laughs when he breathes a sigh of relief. "I just had to ask. The entire city thinks you're a menace, especially Jameson, as we all know. He's turned half of the city against you. Why don't you show him a piece of your mind?" She asks, leaning the camera in close to his face.

"Well, somebody close to me once told me, 'With great power, comes great responsibility.' And that means because I have great power, some people may not like me. So... I need to have the responsibility... not to be angry with those people," he sighs. _Maybe I should rethink this whole, 'getting to Jameson' thing._

"What is it? Something wrong?" Mary Jane asks, noticing his tone of voice.

"Nah, it's nothing. I just had this moral realization thing. Don't worry, happens _all _the time. How about we change the subject? Y'know, the other day, I had to fight a living aquarium."

After a few more minutes of more questions, Mary Jane turns off her camera, giving Spider-Man a big hug as she does so.

"Thanks Spider-Man!" She exclaims, hugging him. "You didn't have to do this."

"Don't worry about it, MJ. It's gonna take _a lot _to impress Jameson," he sighs. "Trust me, I know."

"Spider-Man? Mary Jane? It's time to go." Iron Man arrives onto the roof of Avengers Tower, landing beside the two teens. "Press conference should be starting any minute now."

* * *

><p>"Alright guys," Captain America says, turning to his team mates. "One minute to go. Remember, when we get out there - just be yourselves."<p>

The Avengers stand on a large podium, behind a red curtain. Hundred of reporters gather beyond the curtain, their cameras ready to flash once the heroes come out.

"Actually, _don't_." Iron Man says, gaining laughs from the other Avengers.

"So, uh... what exactly do we do when we get out there?" Falcon asks, scratching his head. "I'm new to this whole thing."

"Same here," Spider-Man adds.

"Just look pretty for the cameras," Hawkeye says.

"So then I won't need to do anything at all?" Spider-Man asks.

"Funny, Spider-Man," Captain America says. "But enough of the jokes, it's time."

The curtains are pulled back to reveal rows upon rows of reporters and civilians, who applaud and cheer, some booing, when they see the Avengers. Cameramen hold their cameras higher, as well as civilians with various signs that read, 'Go Avengers!' or 'Avengers 4 Life!' or"Avengers suck!'

_Okay. There are definitely a lot more people here than I thought there would be, _Peter thinks. He scans the crowd to look for anybody he might know, and is relieved when he sees Mary Jane... and Flash. _Well, at least I can count on him._

Captain America walks up to the microphone stand, shield in his left hand. He taps the microphone twice before he begins. "Hello. While I'm not one for speeches," he starts, earning a huge laugh from the civilians watching him.

"Did Cap just make a joke?" Spider-Man whispers to Thor. "An actual joke?"

"Contain yourself, Man of Spiders."

"Wow. I think that's the nicest way of telling somebody to shut up I've ever heard."

"I'd like to speak a bit about what the Avengers mean to me," Captain America continues. "We've been through a lot together. We've had our ups, and our downs - I'm sure all of you can relate. The Avengers disbanded once, but now we've changed. Other members left the team to go out and find their way, but we've also gained new members, adding more to this mess of a family," he chuckles. "And I'm glad you've all been here to enjoy that with me. We all believe that the best way to honour the world would be to reassemble to Avengers - because it would be the best way to protect _you._ So finally, today, I am proud to present the Avengers!" He finishes, earning a huge round of applause from the crowd.

'Is that Spider-Man?'

'I thought Wolverine would be on this team.'

'Who's that guy with the wings?'

'Oh my gosh, Thor is _so hot._'

Spider-Man can hear all sorts of murmurs and talk from the crowd in front of him. _Greeeat, _Peter thinks. _A mass of people judging me all at once._ _Just what a teenager needs._

"Without further ado, I'd like to introduce you to each member of this Avengers line up. And don't worry, no patriotic speech this time," Iron Man jokes.

"Now, of course, we've got the man out of time himself, Captain America," He starts, earning a huge round of applause from the crowd. "And clearly, the best member on the team - _me._"

"Sorry, I think you said _Hawkeye_ wrong," Hawkeye grins, gaining a laugh from the crowd.

"Let's not get carried away, boys," Black Widow says, stepping up to the microphone. "_I'm _Black Widow. And I'm here to keep the boys in check. This is Hulk-" Hulk roars, both startling and exciting the crowd. "-And this is Thor."

"Hello, fellow earth dwellers!" Thor salutes, addressing the crowd.

"And last but not least, our newbies - Falcon," She points to Falcon, who waves to the crowd. "And Spider-Ma-"

Time slows down for Peter, as he watches the bomb soar through the air, headed straight for Black Widow. He tackles her out of the way, and the bomb lands behind the Avengers, creating a large cloud of smoke.

'What happened?'

'Everybody, look!'

'Run!'

The crowd begins to scream and run away, pointing up at the sky where an idle figure rests a top a glider. He wears an orange suit that covers his torso, while his arms and legs are covered in blue scale mail armour. His boots and gloves are orange, the same orange as his suit. He wears an orange cap that partially covers his gray, dull skin, yellow eyes and maniacal smile. His long, pointy ears stick out of the side of his cap, and tall, long wings protrude from his back.

"Come to me, Spider-Man," The mysterious figure cackles. "And I shall spare the lives of your dear civilians." The villain flies away from the podium on his glider, laughing maniacally as he does so.

"I believe he's referring to you, Man of Spiders," Thor says.

"Makes sense," Spider-Man sighs. "I am the only Spider-Man here, y'know."

"Spider-Man, _do not _go after him. We need to have a formulated plan before we jump into action. Avengers, direct the civilians away from here!" Captain America yells to his team mates above the panic of the crowd. "Spider-Man, you - ...Spider-Man?" He looks up to see the masked teen swinging away on a web, in pursuit of the new villain.

* * *

><p><em>So a villain decides to attack us in the middle of our big press conference, <em>Peter sighs. _Should've seen that coming. _He swings through the city, desperately trying to keep up with the speeding figure ahead of him. _Ugh! Why does he need a glider if he already has wings?! Man, this is just like the Nova fiasco all over again._

"You mind slowing down?" He calls out to the villain. "You got a ten second head start, and that is _reeeeally _not fair."

The masked figure slows down, stopping to rest a on the ground below him. Civilians run in all different directions, screaming and pointing at the villain.

"I wish I could," He starts. "But that wouldn't be fair for me."

"Which is kinda why I suggested it in the first place," Spider-Man says. "Who are you?"

The villain presses a button on his glider, which causes it to rise a few feet into the air. "You want to find out? You'll just have to catch me first."

"Dude, wait!" Spider-Man leans in towards the masked villain, taking out his camera from his backpack. "Selfie!" He snaps a picture of the two, and looks back at the screen. "Aww man. I think I blinked."

"Is this some kind of joke to you?"

"Maybe," Spider-Man replies, landing on top of a lamppost. "Maybe not. I can't tell anymore." He webs the camera onto a building, ensuring that it stays secure. _There's picture one for the Bugle. Hopefully I'll be able to get some more. And y'know, not die._

"So, I take it you're a big fan of Green Goblin, huh?" Spider-Man asks, eyeing the new villain. "Pumpkin bombs and everything. Man, sometimes I wish my villains could be more original. But most times I wish they'd stop being villains. It would make my life a _whooole _lot easier."

"You just don't understand, do you?" The villain asks.

"If by 'understand', you mean understand why anybody would be interested in the Goblin's fashion sense? Then no, I don't."

"Of course you don't," he grins. "I'm not doing this out of some weird devotion to the Goblin. I'm doing this for _me. _For my _father. _Because of what _you_ did you him."

"'Father?' What do you mean?" Spider-Man asks, landing on the ground beside the masked villain. He takes a step back when he finally puts the pieces of the puzzle together.

"Oh no..." He says, looking up and down at the hooded figure in front of him. "_Harry._"

* * *

><p><strong>So in this chapter, we once again have the introduction of a new villain! If any of you were wondering, I'm using the version of the Hobgoblin from the 616 universe, and not the Ultimate universe.<strong>

**Hope you enjoyed the chapter, please leave a review telling me what you thought! :)**

**-ThatOneGirl32**


	12. A New Hobby, Part 2

** sport21: Of course there will be more Ava and Peter moments! :)**

** DaEpicNinja: Haha, here's the next chapter :)**

** ilikehats2: This chapter should answer most of your questions :)**

** CaptainMetal: Thank you! That really means a lot to me!**

** The World Is Alive: Yeah, I totally love them too! **

** Prosp88: Haha, I'm glad you enjoyed it :)**

** Silentman87: Here it is!**

** bekkihaiti: If that's what you want, I think you'll enjoy this chapter ;)**

** jazzybizzle: Thank you!**

** WhisperingWolf13: Hey! I'm still pretty new to this myself, but I'll see what I can do, haha. Firstly, try to have a theme that carries throughout your entire story. Also, try to keep the world you establish as realistic as possible. And lastly, make sure you're having fun with it! :)**

** latinoheat151: Thank you, and thanks for your ideas as well! :)**

** Guest: I'm glad you enjoyed it ;) Those are some pretty good ideas, and I'll definitely consider them :)**

**Here's the 12th chapter guys! :) Hope you enjoy it!**

* * *

><p>"Like father, like son, huh? Harry, what are you doing?"<p>

"Hobgoblin. You can call me the _Hobgoblin._"

"No! I won't," Spider-Man says, walking up to him. "I know you're still in there, Harry."

"There is _no _Harry. _Not anymore._"

"Harry, _please_ listen. I'm not going to fight you!"

"You aren't?" Hobgoblin smiles, showing every crease and wrinkle of his skin."_Perfect._ Although, I was hoping for more of a fight," he sighs. "Disappointing."

Hobgoblin kicks him back the side of a building, crashing straight through the wall. "Okay... _that's_ annoying." Spider-Man sighs.

Hobgoblin pokes his head through the hole in the side of the building, putting his hands on his head. "Oops. I hope I didn't cause _too _much damage."

"Harry, _please. _This isn't you!"

"I am NOT Harry!" He exclaims, picking Spider-Man up by the throat and throwing him back onto the street. "Harry was _weak. _Harry wouldn't have been able to save his father. But me? I _can. _But first, I'm going to have some _fun._"

"I'm guessing your ideas of fun aren't the same as mine," Spider-Man coughs.

"I know how much you _hate _to see your dear civilians hurt," Hobgoblin says, pushing a button on his glider. Two pumpkin bombs rise out of the compartments on the glider, and he picks them both up with ease.

"Pumpkin bombs inside your glider?" Spider-Man asks. "Okay, that's kinda cool," he whispers.

He flings the pumpkin bombs into the air, aiming at a civilian across the street that has yet to leave the area. Spider-Man turns towards the civilian, and groans audiblywhen he sees who it is. _Are. You. Kidding. Me. _Peter sighs.

"Dude, are you serious?! You're becoming my personal damsel in distress."

"Spider-Man?! Where'd you come from?" Jameson yells, angrily shaking his fist.

"Well, Jameson, you see, when a man and woman love each other..." Spider-Man starts, swinging Jameson away from the bomb. The two bombs collide into the ground, creating a large explosion.

"Good thing you weren't in that, huh?" Spider-Man asks, nudging Jameson's shoulder. "This is where you say _thank you._"

"Zip it, you menace!" Jameson looks back and forth from Hobgoblin to Spider-Man, gears spinning in his head. "I _knew _it! I _knew_ you were working with the Goblin!"

"_Hobgoblin_," Hobgoblin says, correcting him. "That' N. Want to make sure you spell it right for when I'm on the front page tomorrow," he grins.

"Whatever, Jameson. I don't even know why you're here," Spider-Man sighs, picking him up. "I mean, it's clear you have a _slight _obsession with me, but come on, spiders need their personal time too."

"PUT ME DOWN, YOU MENACE!"

"Sorry, can't do that. Now if you don't mind, I'm gonna throw you to safety. Well, you probably do mind, but I'm gonna do it anyways." He throws Jameson away into the air, creating a web net between two buildings to safely catch him. _Was that mean? Okay, maybe a little. But that was so enjoyable, _Peter thinks.

"Listen, I'm done playing. Harry or not - you're trying to hurt innocent-" He looks back to Jameson, who screams profanity at him from the web. "-Well, maybe not so innocent. You're trying to hurt civilians, and that's exactly why I'm here. To _stop _people like you."

"Hahaha!" Hobgoblin laughs, clutching his stomach. "HAHAHAHA!"

"Uh... for the first time, that _wasn't _a joke."

The Hobgoblin continues to laugh, ignoring his comment. "HAHAHAHAHAHAHA!"

"If only Jameson could react that way to my-" Spider-Man clutches his head, falling to his knees. _HAHAHAHAHAHAHAHAHA! _The laugh echoes again and again in his head, making him fall to the ground.

"W-What is that...?" Spider-Man groans, covering his ears, struggling to get up from the ground.

"A trick of mine, bug," Hobgoblin grins, kneeling beside him. "You can read all about it on my Wiki page."

"Sp... spiders... are _not _bugs..." Spider-Man manages to spit out, the laugh still echoing in his head. "Wh... What do you call that trick? The Lu-Lunatic Laugh?"

"Lunatic Laugh, huh? I _like _it. Y'know, most people say you talk too much,but I think you're full of great ideas! HAHAHAHAHAHAHAHAHAHA!" He takes a syringe out of his pocket, walking over to where Spider-Man lies, and stabs the syringe into Spider-Man's skin, drawing out his blood. "Easy peasy!" He exclaims, putting the syringe pack into his pocket.

_That's just great, _Peter groans.

He presses another button on his glider, opening a compartment that revealsa flaming sword.

Hobgoblin takes the sword in his hand and grabs Spider-Man by the collar and raises him to a kneeling position.

_Can barely stand, _Peter thinks. _Can't move..._

"Now, Spider-Man, for my final trick..." Hobgoblin raises his sword, lightly tapping each of Spider-Man's shoulders with it before raising it to his head. "I'm gonna make you disappear_._"

* * *

><p><em>Fifteen minutes earlier...<em>

"MJ, I don't think we should be doing this," Flash whispers nervously as he walks through the alley.

Mary Jane Watson and Flash Thompson travel through an abandoned alley in pursuit of Spider-Man and the villain that interrupted the Avengers' press conference.

"A reporter always needs to get her story, Flash," she answers, breaking into a slow run. "Come on, we need to hurry!"

"Ugh, MJ, why can't we just leave the, uh... superheroeing to the superheroes?! I'd rather not get involved after _last time,_" he shudders.

"Come on, Flash," she says, rolling her eyes. "We'll be fine!"

In ten minutes, Mary Jane and Flash arrive at their destination, where Spider-Man and Hobgoblin stand face to face.

Mary Jane turns on her camera, pointing it towards her face. "This is Mary Jane Watson reporting to you live from downtown New York. Spider-Man is currently engaged in battle with a new threat to the city." Her head snaps to the side when she sees Spider-Man create a web net for Jameson, who lands safely without any injury.

"Yeah! GO SPIDEY!" Flash cheers, pumping his fist.

"Flash, shh! We don't want them to notice us!"

"Come on, MJ, there's no way they know we're- aahhh!"

"Aaahh!" Mary Jane screams, nearly dropping her camera. Flash covers his ears, cringing. They both duck behind a dumpster, trying to get away from the Hobgoblin's attack.

"What... what is that?" He yells above the Hobgoblin's maniacal laughing.

"It's... some kind of sonic scream," Mary Jane answers, looking back into the camera. "And its hurting Spider-Man!" She turns the camera towards the masked teen, who lies on the ground with Hobgoblin standing above him, grinning. "We need to help him! But... I don't know how."

"_Great. _If only Peter was here, he'd be the perfect nerd to ask for this kind of thing," Flash says, rolling his eyes.

"Wait! I have an idea! Hold this." She shoves the camera into Flash's hands, reaching into her backpack. She pulls out her phone and portable speakers.

"What are you going to do with that?" Flash asks, raising his eyebrow.

"Maybe we can counter the laugh with something _louder,_" She explains, plugging her phone into the speaker port.

"Where'd you get that idea?"

"I read it online somewhere."

Flash audibly groans, clutching his head with his free hand. "Well, you better use it now, and fast! Look!" He points to Spider-Man, who rests in a kneeled position, the Hobgoblin with a flaming sword above his head.

"I hope this works," Mary Jane says, cranking her phone and speakers up to maximum volume. She presses play on a song, and covers her ears, hoping for the best.

* * *

><p><em>Now.<em>

The Hobgoblin is about to bring the sword down on Spider-Man's head when his head snaps to the side, hearing something strange.

"What is that? Music?" He looks back to Spider-Man, who shrugs in reply.

The song increases in volume, and overpowers the echo of Hobgoblin's laugh in Peter's head, which allows Peter to be able to move again. He kicks Hobgoblin square in the chest, sending him flying into a building.

"Oh man," Spider-Man says, feeling relieved. "Katy Perry is my new hero."

"It worked!" Mary Jane runs out from behind the dumpster, camera in hand. Flash follows close behind.

"You guys did this?" The redhead and blond nod, and Spider-Man "Wow, uh... thanks. You saved my head. _Literally_. But you two need to get out of here, _now._"

"Wait! Uh... Spidey..." Flash nervously scratches the back on his head, twiddling his fingers. "Could I get your autograph?"

_Geez. Flash is obsessed. _"Well, maybe later. I'm kinda busy right now," he says, gesturing to Hobgoblin. "But I- woah, spidey-sense! _Move!_" He forcefully shoves Mary Jane and Flash out of the way, sending them to the ground. He turns around to see Hobgoblin, who flies towards him with his glider.

"Seems like you're capable of tricks too, huh Spidey?" Hobgoblin grins, grabbing Spider-Man by the neck and lifting him into the air. "I think it's time to teach you a lesson. Let's go for a ride in the sky."

"That's sweet," Spider-Man says, trying to free himself from the villain's grip. "But I'd rather not."

"Wrong answer." Hobgoblin picks Spider-Man up and flies higher and higher into the sky with his glider, maniacally laughing as he does so.

* * *

><p>White Tiger stands in the training room of the Helicarrier, standing face to face with Nova, fists raised. Iron Fist and Power Man stand at the side of the room, sitting and watching. The teens all dress in their regular superhero suits, on standby if Director Fury needs them to go out on a mission. The two teens slowly round each other, when White Tiger feels a buzzing from her pocket. She takes out her phone to see who it is, and looks up to the boys across from her and at Sam.<p>

"Sorry, I gotta take this," she says, turning away from them.

"What?! Come on!" Nova exclaims, throwing his arms up. "Scared I'm gonna beat you?"

"Hey Peter!" She says, answering the phone. "Gimme a sec."

She turns towards Nova and kicks him square in the stomach, sending him flying across the room, earning a round of applause from her teammates.

"Scared? Why would _I _be scared?" She grins, putting the phone back to her ear.

"Okay," Nova groans, picking himself up off the floor. "Maybe I deserved that."

"Did you just kick Sam?"

"Maybe. Sorry we couldn't come to your big press conference; Fury said we had to train. What's up?"

"Oh, y'know, trying not to get my butt kicked by this new villain. Are you busy by any chance?"

"Well, like I said we were just in the middle of a training exercise..." She replies, covering her other ear to hear him better. "...Peter, are you flying or something? I can barely hear you."

"You could say that," he chuckles. "Did you say training exercise? Great! I should be there in a couple seconds."

"Peter, what are you-"

Spider-Man crashes through the wall of the Helicarrier, nearly crushing Nova and White Tiger in the process. A masked figure follows him in through the newly-formed hole in the side of the Helicarrier, using his glider to slide in easily.

"Hey guys..." Spider-Man groans." I brought a new friend with me."

White Tiger rushes over to him and helps him up, while the rest of the team assumestheir defensive positions.

"Sweet Christmas! Who is that?" Power Man asks.

"Well, whoever it is, he just made a _reeeally _big mess," Nova points out.

The entire team turns towards him, Power Man raising his eyebrows and White Tiger putting her hands on her hips.

"What? We all know Fury's gonna blame it on me!"

"I didn't know you were such a neat freak, light bulb," Spider-Man says, tapping his helmet.

"Well," Nova says, crossing his arms. "As official _team leader_, I need to ensure-"

"You are _not _team leader!"

"Says, who, web head? I think-"

"Uh, guys?" White Tiger interrupts, pointing to Hobgoblin in front of them. "Does imminent danger mean _nothing _to you?"

"Let us stay focused on the task at hand," Iron Fist says, putting his hand on Nova's shoulder.

"Great," Power Man says, turning to Hobgoblin. "He won't be able to focus once he's done with _my _hand."

"No! Don't! We can't hurt him. He doesn't really want to hurt us."

The room is silent for a moment, Spider-Man's old teammates looking to each other before looking back to him. "Dude... he just threw you through the side of the Helicarrier," Power Man points out.

"That's not what I meant!" Spider-Man exclaims, exasperated. "I mean, that's _Harry_ in there. We can't hurt him! He's not acting like himself."

"Thank you, _Captain Obvious_!" Sam exclaims, flying towards the group. "What are we supposed to do?"

"Don't get too close," Spider-Man warns. "He uses the Lunatic Laugh- it's a type of sonic scream. Y'know, it's _almost _as bad as when my fans scream for me," he jokes, only to be met with silence.

"Come on, that was a good joke!"

"I almost forgot how lame your jokes were," White Tiger sighs, rolling her eyes. "If we can't get close to him, how are we supposed to attack?"

"The antidote!" Spider-Man exclaims. "Remember when you guys got goblinized? Heh, _goblinized_. That's a funny word." He stops laughing when he turns to his old teammates, who glare at him. "Right. I made extra antidotes and I kept them in the lab. We could probably cure him with those."

"I'll go get it," Nova says. "I'm the fastest one here. Which is another reason why _I _should be lead-"

The teens all point to the lab, exasperated. "Go!"

Nova leaves the room, leaving Spider-Man and his old teammates with the Hobgoblin.

"We need to resolve this conflict peacefully," Iron Fist suggests.

"_Peacefully_? HAHAHAHAHAHA!" Hobgoblin tries his attack on the team again, but it fails due to the team being too far away. "Aw, you guys are no fun! How about I change that?" He takes four pumpkin bombs out of his glider, and flings them towards the team.

White Tiger dodges an incoming bomb, deftly hopping above the explosion above her, and landing on her feet, along with Iron Fist. Power Man simply catches the bomb and crushes it in his hands, stopping the detonator. Spider-Man webs up one of the bombs, and throws it back to Hobgoblin, which sends him flying back into the side of the Helicarrier.

"Man, Nova was right! Fury's gonna be mad about _this,_" Power Man says, gesturing to the mess on the Helicarrier floor. Pieces of metal from the ceiling and walls lie on the ground, and a cool breeze enters the room through the huge hole in the side of the room.

"Doesn't matter," Spider-Man says. "For now, _he-_" He points to Hobgoblin, who is recovering from the bomb, hopping back onto his glider. "-is our top priority. We just need to distract him until Nova gets back."

"Stand down _NOW!_" S.H.I.E.L.D. guards filter into the room followed by the Director of S.H.I.E.L.D. himself, Nick Fury.

"Well, well, well..." Hobgoblin turns away from the team, his interests somewhere else. "Look at what he have here." His eyes fixate on Nick, who stands with a gun in his hand, pointed directly at him.

He charges towards Nick, using his glider to knock down the S.H.I.E.L.D. guards shooting at him, and grabs Nick by the neck, flying out of the hole in the side of the Helicarrier.

Spider-Man, White Tiger, Iron Fist, and Power Man rush to the hole, where they see Hobgoblin flying upwards to the top of the Helicarrier.

"Well... he was definitely distracted," Spider-Man groans.

* * *

><p>"<em>Harry<em>," a voice comes in through Hobgoblin's communicator. "You've already got what you needed! Stop playing around!"

Hobgoblin stands on the top of the Helicarrier, with Nick Fury in his grasp. He dangles him off the side of the Helicarrier, manically grinning.

"Do you hear that?" Hobgoblin asks, turning to Nick. He takes the communicator out of his ear and crushes it in his hands. "I didn't either."

"So, I heard about your plans for my father. You know, it's funny. All these news stations saying my father is sick, or, even better, he's on vacation!" He laughs as he extends his arm further, Nick's legs even further away from the surface of the Helicarrier. "So I was thinking to myself, why don't you have one too? Take a nice little trip. Only this time, you _won't _be coming back." Hobgoblin maniacally laughs as he lets go of Nick.

"No!" Spider-Man and his old team arrive just as Hobgoblin throws Nick off the Helicarrier, sending him to a certain doom. The team runs over to the side of the Helicarrier, where they look to see Nick be caught by a dark figure.

"Who was that?" Power Man asks.

"It appears we have more allies in this battle," Iron Fist replies.

"He's not getting rid of you that easily, buddy." Iron Man flies back to the top of the Helicarrier, holding Nick in his arms. "You're welcome."

"Thanks," Nick grunts in reply, dusting himself off.

The rest of the Avengers arrive on the Helicarrier, Hawkeye and Black Widow using Hulk as their transportation, Falcon flying Captain America over, and Thor landing softly swinging his hammer.

"Woah! The Avengers are here!" Nova exclaims, arriving on the top of the Helicarrier with the antidote in hand.

"Hey! I'm an Avenger too!" Spider-Man says, slightly offended. He takes the antidote out of Nova's hands, putting it in his pocket. "But thanks."

"You know, Spider-Man, when I say 'do not go after him', I usually mean it." Captain America reprimands.

"Hehe... right. Sorry," he replies, scratching the back of his head.

"You know what they say... two is company, but thirteen is just _too many._" Hobgoblin cackles, gaining the attention of the others. He jumps back onto his glider, waving to the Avengers and the S.H.I.E.L.D. team. "I had a lot of fun today, especially with _you_," he says, blowing a kiss to Spider-Man.

_That's not weird at all, _Peter thinks.

"But I must be going now! I wouldn't want to be late for my meeting." He flies off of the Helicarrier with his glider, cackling maniacally as he flies downward to New York City.

"We need to go after him!" Spider-Man exclaims.

"Son, I'm sorry, but we can't. Not now," Captain America says, putting his hand on the teen's shoulder. "We don't know the extent of his abilities. I wouldn't want you or anybody else to get hurt."

"Sorry Cap, but this is something I _need_ to do. I know when I get back you're probably gonna give me the whole spiel on listening, responsibility, blah blah blah. So don't worry, I'll be waiting!" Spider-Man salutes as he jumps off the Helicarrier after Hobgoblin.

"I like him," Hawkeye grins.

"Me too," White Tiger smiles, to which everybody looks at her.

"Did I just say that out loud? Oops."

* * *

><p><strong>Hope you enjoyed this chapter, I really enjoyed writing it :) <strong>

**-ThatOneGirl32**


	13. A New Hobby, Part 3

Peter Parker was one of Midtown High's smartest and brightest students. He even designed his own web shooters, using his amazing intellect. Usually, if somebody ever had a project for Science or Biology class, Peter's the guy to ask to be their partner. He's known for having good ideas.

This was not one of them.

_Maybe I should've listen to Cap, _Peter thinks as he soars through the sky. _This wasn't one of my brightest ideas._ He spots Hobgoblin on his glider down below, and shoots a web to it, trying to shorten the distance between him and the glider.

"You again?!" Hobgoblin exclaims, turning to see Spider-Man trailing him. "I didn't know I was _this _popular," he grins.

"So now you finally know what it's like, huh?" Spider-Man jokes as he gets closer to the glider.

"Funny. But I think it's time to silence you, once and for all." He pulls a black vial out of his pocket, opening the cap.

_The symbiote? How did he get that?! _Peter thinks, surprised. He uses his web to propel him further into the air, landing directly on top of the Hobgoblin's glider.

"This glider is for personal use only," Hobgoblin says, slightly annoyed.

"There's no way I'm letting you use the symbiote!" The masked teen yells above the roaring wind. Spider-Man and Hobgoblin struggle against each other in the air, drawing the attention of many civilians on the ground.

* * *

><p>"MJ! Are you serious?!" Flash huffs, following the redhead running up the stairs of a building.<p>

"Hurry up, Flash!" Mary Jane replies, camera in hand. "We need to get footage of Spider-Man fighting Hobgoblin! If they're in the air, I can't film them from the ground."

"Spider-Man said _not _to follow him."

"Since when were you the type to listen?"

Flash pauses for a moment, slowing down to a jog. "Touché."

They reach the top of the building, where Spider-Man can be seen wrestling something from Hobgoblin's hands.

"What's happening?"

"It looks like Spider-Man's trying to get something out of the Hobgoblin's hands," Mary Jane says, the camera pointed towards her face. She points the camera back to the two fighting figures when Spider-Man kicks the vial out of Hobgoblin's hands, sending it down to the ground.

The vial lands in front of the building Mary Jane and Flash stand on, the two teens peering over the edge to see what it is.

"We should go look." Mary Jane says, turning for the stairs.

"Remind me to never go anywhere with you again," Flash groans.

The two reach the bottom of the building and run outside, where they search for where the vial landed.

"That's odd..." Mary Jane says, surveying the area. "I don't see it."

"Oh well," Flash says. "Can we leave now? They're getting close to the ground, and I'd rather not die today."

"Fine," she replies. "I think I got enough footage today anyways. I'm definitely gonna get the internship!" She beams, turning off her camera.

"Yeah, yeah, whatever... let's go." Flash and Mary Jane walk away from the building, when Flash groans, wiggling his shoe.

"What's wrong?"

"I think I stepped in some gum," Flash says, looking at his shoes, where a black substance sticks to the bottom of the sole.

"Whatever," he sighs. "I'll get it off later."

Unbeknownst to Flash, the black goo crawls up the exterior of his shoe, covering it completely. It jumps onto the next shoe, engulfing it as well. It makes its way up his pants leg, jumping spastically from inch to inch. The symbiote crawls up its host quickly, feeling content with its actions. It's found a new home.

* * *

><p>The glider spins out of control in the air, Spider-Man and Hobgoblin throwing punches on top of it.<p>

"Get off!" Hobgoblin yells, trying to push Spider-Man off the glider.

"Harry, whether you like it or not, I'm going to help you!" Spider-Man takes the antidote out of his pocket, opening the syringe.

"What can you do?!" He yells. "This is your entire fault in the first place! If... if it weren't for you, then maybe my dad would be normal."

Spider-Man sighs, looking at the incoming ground. He puts his arms down, hanging his head. _I have to do this now, or we'll crash. _"Harry..." he starts. "Maybe Spider-Man can't help. But _I _can."

"What?!"

"It's me," he says, reaching for his mask. "Pe-"

His spider-sense goes off, warning him of slows down for him, and he watches Hobgoblin's leg extend to kick him off the glider, and Spider-Man retaliates by taking the antidote and pushing it into the Hobgoblin's skin, before falling off of the glider himself.

He falls towards the ocean below, trying to come up with any possible way to get himself out of this situation. _Okay, _he sighs. _This is gonna hurt._

He falls into the ocean with a loud _**SPLASH! **_drawing the attention of civilians on the beach nearby.

_Cold cold cold cold! Oh man, that's REALLY cold!_

People crowd around the water, pulling out their phones and cameras to take a picture or record a video. They wait for Spider-Man to come up from underwater, but as the second goes by, their wall-crawling hero is nowhere to be found.

'Is he dead?'

'I am _so _putting this on Facebook.'

'Where'd he go?'

After a few more seconds, Spider-Man springs out of the water, drawing out a deep breath as he does so. He swims to the beach, shivering.

"Don't worry about me," he coughs, lying on his back, closing his eyes. "Just a few broken ribs is all." _And my dignity, _he sighs. He opens his eyes to see Hobgoblin flying above them, and stands instantly.

Spider-Man extends his right arm to pursue the villain, but he finds his web come right back down to the sand in front of him. _Right, _Peter sighs. _No trees._

"Uh... any of you know the way back to Avengers Tower?" he asks.

* * *

><p>"Alistair!" Harry exclaims, landing on the outside of Oscorp Tower, where Alistair waits patiently. His Goblin skin peels off, now showing half of his human face, the other side still reverting. "I... I got what you asked for. He stabbed me with something so I'm reverting back to human form! Take it quick!" He takes the syringe out of his pocket.<p>

"Do you know of Spider-Man's identity?" Alistair asks, snatching the syringe of Spider-Man's blood out of Harry's hand.

"What? No... I don't. Why?"

"Well, it appears _he_ knows _yours,_" Alistair replies, circling Harry. "And that is... troubling. I don't want anybody finding out about our little... _agreement_."

"What's that supposed to mean?"

"The answer is simple, Harry," he grins. "Now that you're back to your human form, you're of no use to me."

"What do you mean? You... you said you would bring my father back!" Harry fumes, clenching his fists.

"Boo hoo, Harry," Alistair starts. "So I told a white lie. What does it matter?"

"'_What does it matter?!'_ You _promised_ me! I... I knew I shouldn't have trusted you," he says, turning away from Alistair. "You made the entire story about my dad up, didn't you?! You used me! I... I need to report you to S.H.I.E.L.D."

"Some promises are meant to be broken," Alistair sighs. "As for S.H.I.E.L.D... you won't need to be doing that." He pulls a syringe with a blue liquid out of his pocket, and pushesit into Harry's arm, causing the brown-haired boy to revert back to human form completely, and fall to his knees.

"What was that...?" Harry asks, his words slurred.

"Just something to shut you up," Alistair says, his face devoid of any amusement. "There's no way I'm letting you jeopardize this operation I'm running, Harry." He watches as Harry's eyes slowly flutter closed, and his breathing is even. "By the time you wake up, you won't remember this. _Any of this._"

He takes a deep breath before staring at the syringe filled with Spider-Man's blood in his hands, holding it up in the sun to examine it better. "Marvelous," he grins in amazement. "Simply marvelous."

* * *

><p>Spider-Man trudges inside the Avengers Tower, his head hung low. He leaves wet footprints as he walks, soaking the carpet. His entire suit is drenched, resulting in a very cold Spidey.<p>

A familiar British voice booms from the PA above, "Sir, you might want to remove your shoes. And everything else."

Spider-Man rolls his eyes at J.A.R.V.I.S' comment, walking over to the elevator. "Thanks J.A.R.V.I.S," he deadpans. He steps inside the elevator, pushing the button to the top floor.

"No problem, sir."

Peter reaches the top floor, taking off his mask. He is greeted by Steve, Tony, Ava, and Bruce. Steve stands with his arms crossed, leaning across the table, looking _extremely _unhappy. Peter groans and turns to Bruce, who sits at the table typing away on his laptop, Tony sitting beside him. Finally, he turns to Ava.

She runs up to Peter to hug him, when she stops herself, looking at his clothes, dripping wet.

"There's no way I'm hugging you when you look like _that,_" she says, taking a step back.

"I get it," he says with a sniffle, turning to Steve. "And I get that you're _reaaally _mad at me, aren't you?"

"_Absolutely_." Steve says, earning a groan from Peter. He gestures to the couch, insisting Peter to sit down with him. The brown-haired boy begrudgingly walks over to the couch, sitting and hanging his head.

"Peter, what you did today was _unacceptable_."

"I know, but I was just trying to help-"

"Yes, Peter, I know," the blonde-haired man interrupts. "But you could've gotten seriously hurt. You're lucky you didn't."

"Come on Steve, give the kid a break," Tony says, walking over to Steve and patting him on the back. "He wanted to help a friend, that's all. You'd do the same for us, right?"

"Yes," Steve sighs after a moment. "I would. I understand that you were trying to help a friend," he says with a smile, turning to Peter. "But next time, you don't jump into action unless you are commanded to, alright? That could prevent something like..." he sizes Peter up, looking at his soaked suit. "...well, _this._"

"Aye aye, Captain!" Peter exclaims, saluting him.

"Great. Now go home." Bruce's voice comes in from across the room, and he wrinkles his face in disgust.

"What?! Am I on probation or something?" Peter exclaims, throwing his hands up in the air.

"No, but you are sick, and well, we don't want to get sick. Not after what happened last time with Hulk," Bruce explains, earning a shudder from Tony and Steve.

"Okay," he sniffles. "Don't have fun without me. I wouldn't want you to- _achoo_! I wouldn't- _achoo_!" The teen sneezes over again and again, much to Bruce's disgust.

"Great," Peter says, wiping his nose. "Now I can't even finish my funny quip." He turns to Ava, who rests against the table with her arms crossed.

"You waited for me?"

"Of course I did. I wanted you make sure you weren't dead," she says with a half-smirk.

"Aww, how sweet," he says, touching his heart.

Ava's face lights up, and she is about to give her answer when he communicator comes on, interrupting her. "Ayala, Helicarrier, _now,_" Fury's voice comes in through the Helicarrier.

"Hey Ni- Director Fury!" Peter says, loud enough for Nick to hear. "Sorry about the whole 'destroying the Helicarrier' thing, won't happen again, _promise._"

"Should've never happened in the first place," Nick scowls. "You're lucky the other Avengers are here cleaning up. Say, why don't you come and help?"

"Sure, I'd love-" Peter stops himself when he turns to his girlfriend, watching her shake her head.

"Don't you have somewhere to be?" Ava asks, pointing towards the clock on the wall.

Peter's eyes widen when he sees the time, quickly putting on his mask and running to the side of the room. "Right! Talk to you guys later!" He uses the window as his exit,waving as he free falls from the Tower.

"Your boyfriend is quite a piece of work," Tony grins, much to Ava's surprise.

"Hehe," she chuckles awkwardly. "Yep, that's Peter alright..."

* * *

><p>"I'm home!"<p>

"Peter, it's so late! Where have you been?" May's eyes widen when she watches her nephew enter the house, coughing and sneezing. His face is pale, with dark circles under his eyes.

"Well, I was taking pictures for the Bugle," he explains with a sniffle. "I'm trying to get a job as a freelance photographer for some extra money." He folds his arms, satisfied that he told her the truth this time - or at least half of it, anyway.

"That doesn't explain why you look so sick," she says, cupping his face. "And you're shivering!"

"Oh, uh, I, well..." he stammers, caught off guard. "I fell into the ocean."

"Is that a joke?" She asks, narrowing her eyes.

_I wish it was, _Peter thinks. "Uh... yup! Of course," he says, accompanied with awkward laughter. "I wanted to get a photo of Spider-Man and I, uh... fell into a pool," he explains. "Y'know... it's that old Parker luck again, I guess," he adds when Aunt May gives him a disbelieving look.

She sighs, rolling her eyes. "Alright. Is this what you've been doing out all those nights? Taking pictures for the Bugle?"

"Yeah!" he exclaims. "I just thought I needed some more experience." _Taking pictures for the Bugle? Perfect cover story! _Peter beams.

"Could I see some of your pictures?"

"Of course," he replies, reaching into his backpack. He shuffles through the contents of his backpack for a couple seconds before he realizes why he can't find it. "Oh no. Nononononono." _Oh geez. I must have left it back on the street where Harry and I were fighting._

"Peter? What is it?"

"I think I lost my camera."

"You lost your camera? How do you lose a camera?"

_Well, I was kinda busy not trying to get my head cut off. _"Uh... I think I left it at, well... Ava's! Yeah, Ava's!" he lies.

"You were at Ava's today? I didn't know you two were so close," the white-haired woman beams, a smile on her face.

"Yup... that's me and Ava alright," he replies, nervously scratching the back of his head. Peter walks back to the front door, reaching for the doorknob. "I should go get it."

"Peter Benjamin Parker!" she exclaims, stopping the brown-haired boy dead in his tracks. "There is no way I am letting you go out this late at night, _especially _when you are sick!"

"Aunt May, I'm not- _achoo_!" he sneezes, covering his nose and mouth with his sleeve. "I meant, I'm not- _achoo_! Okay," he sighs, defeated. "Maybe I am sick."

She points towards the staircase, signalling for Peter to go upstairs to bed. He opens his mouth to protest, but her face says it all – he's lost this battle. He groans and slowly trudges up the stairs, collapsing on his bed when he reaches it. He takes out his phone to check the time.

_Only 10? _he sighs.

"I guess that should give me some time to fix up my suit," he says, sitting up and taking his suit out of his bag.

He laysit flat on his table, allowing him to patch up the rips from his encounter with Black Cat. He also replaces his web shooter with a new cartridge, making sure he doesn't run out in the middle of a fight. The blue-eyed boy holds up the middle piece of his suitin front of him, content with his modifications,moving onto the next piece.

After about an hour, he checks the time once more. _11:00. Aunt May is probably asleep by now, which should give me time to go get my camera._

* * *

><p>Spider-Man swings through the city, looking down at the traffic below him. <em>Geez, New York is even worse at night, <em>he observes.

The masked teen returns back to the area where he first encountered Hobgoblin, looking for the lamppost he webbed the camera to. He spots the camera in the same spot, and rips it off the lamppost, freeing it from the webbing.

"Good thing I had the auto shutter on," he grins, looking through the pictures. _Selling pictures of yourself to the Bugle? Mr. Parker, you are a genius._

He places the camera in his backpack, and extends his arms, letting out a long yawn. "I should go home now, don't want Aunt May to notice I'm not there," he says to no one.

He attaches a web to the nearest building, propelling further into the air. His eyes widen when his web snaps, sending him falling to the ground.

_What the? _

He sends another web to a different building, before he can hit the ground. It hits the stone wallwith a loud _**THUMP!**_ before it rips out of the wall encasing, sending Spider-Man back to the ground.

_Seriously?! Now that's just annoying!_

He desperately flails his arms as he tries to shoot webs to save him from the incoming ground, but to no avail. "I _just _replaced the web fluid today!" he exclaims, almost yelling. Spider-Man lands on the cold, hard ground on his back, letting out a groan as he does so.

"Great," he sighs, a hint of sarcasm in his voice. "Harry's got my blood, I'm sick, and now my web shooters don't work."

"Oops! Sorry, I didn't mean to do that!" The figure exclaims, waving their hands. Peter's eyes move up as he recognizes the voice as one he's heard before; a sultry,feminine voice.

"Felicia?"

"Yup. You caught me." Black Cat comes into his view, putting her hands up. "What brings you out to these parts, huh? Isn't it past your bedtime?" she adds with a smirk.

"Y'know, we're the same age," he says, rolling his eyes.

"I was joking, Park- I mean, Spider." She extends her arm to help him up from the ground. "What's got you so grumpy today?"

"Well," he takes her hand, helping himself up. "I'm not exactly having the best day today. My best friend is out to get me, I have a cold, and now my web shooters aren't working after I JUST REPLACED THE WEBBING!" he yells, throwing his arms in the sky.

"Sorry," he sighs. "I needed to vent."

"Vent all you want," she smirks, circling him. "I think I know why your web shooters aren't working. Remember when I said sorry earlier? It's because I have this power that, well, causes bad luck for other people. My name is Black Cat, after all."

"That's great! Could you do it, I dunno, somewhere else?" he sighs. He turns away from her, walking towards the road.

"Wait!" she exclaims, grabbing his shoulder. "Don't you want to know where I've been?" she asks with a smirk.

"I dunno, thieving? Running away from dogs?" He sighs when she frowns at his joke. "Sorry my quips aren't exactly on point. I'm just tired."

"Don't worry, I get it."

A moment of silence passes between the two before the girl speaks up again.

"You said your 'best friend' was out to get you. What did you mean?"

"Well," he says, scratching his head. "That's kinda personal."

"Come _on, _Parker. I can keep a secret."

She rolls her eyes when he keeps his mouth shut, turning away from her. "Fine. Be that way." Black Cat extends her arm to the sky, shooting out a sleek silver line as from her hand, much to the surprise of Spider-Man.

"What the-! Is that _webbing? _I thought you were a cat," he asks, confused. "Although I guess it would be weird if you started crawling around like a cat."

"Grappling hook, dummy. I thought you were supposed to be smart," she retorts with a smirk.

"Well, they still look like webs," he mutters, folding his arms. "Y'know, I could sue for that."

"Go ahead; I'd just steal it all back anyways. Speaking of, I've got a bank to get to."

"You're joking, right?"

"Possibly," she grins. "Oh, before I leave, I wanted to warn you again. Whatever you do, _do not _let Smythe get your blood. He's planning something big," she warns, her voice laced with concern.

Black Cat yanks on the grappling hook, which propels her into the air. She opens her hand once more, another grappling hook protruding from the palm of her other hand. Spider-Man watches her silhouette swing away, disappearing into the dark night.

_Something big, huh?_

* * *

><p>Alistair Smythe sits in the lab of Oscorp, analyzing a vial filled with red liquid – Spider-Man's blood. He holds the vial up to the headlight above, squinting at the contents inside. The man grabs a notepad from the nearby desk, jotting down a few notes before returning to the work table.<p>

He stares at a Super Soldier he had created earlier, thinking back to how easily the Avengers defeated it during their first encounter with his soldiers. Alistair scowls at the thought, bringing the Super Soldier to the table.

"Once I enhance this..." he trails off, his face contorting into a sinister smile.

He sets the Super Soldier down on the table, preparing to dismantle it. Alistair puts on a sleek, white lab coat, along with a welding mask and gloves – safety always came first, even when plotting to kill somebody. He pulls a blowtorch out of a drawer nearby, ready to turn it on.

"Hey Mr. Smythe, you busy down there?" a voice calls from above the lab.

Alistair scowls at Harry's voice, wishing that he didn't have to care for the teenage boy while performing his duties. He didn't understand why Osborn loved him so much; he never cared for children himself.

_At least the memory wipe worked, _Alistair thinks. "Don't worry, Harry. I'll be a minute."

Alistair quickly gathers all of his materials, placing them in a large box where he set at the back corner of the room. He makes sure to conceal the area, ensuring nobody else would find the box if they were to enter the room. He takes one last look at the lab before walking upstairs, greeted by the brown-haired teenager patiently waiting for him upstairs.

"What were you doing down there?" he asks.

"Nothing, Harry. Nothing at all."

* * *

><p><strong>AN:** Hey guys! I've moved the answering reviews down here, I think it's a lot neater this way :)! I hope you enjoyed the conclusion to the 'A New Hobby' story! Also, a question for you guys, I know I've asked this before, but I didn't get a lot of replies, so I'm asking again: which villains/heroes or other characters would you guys like to see in this fic? You guys have already told me about some and I like your suggestions so far, keep them coming! :)

Now onto the reviews:

**sport21:** Thanks! Glad you enjoyed it :)

** jazzybizzle:** Haha, I was giggling when I typed that line. Glad you laughed :)

** ilikehats2:** Thanks, here's more!

** thewriterstory:** Thank you! Glad you enjoyed it.

** The World Is Alive:** Yup, it's just that old Parker luck, haha. And don't worry, I really love Hawkeye as well ;)

** bekkihaiti:** Thanks!

** latinoheat151:** Oh wow, thank you, haha! Your review really means a lot to me!

**-ThatOneGirl32**


	14. PR Issues, Part 1

"_Achoo_!" The blue-eyed boy pulls his nose away from the tissue, scrunching his face in disgust. "Is it supposed to be that colour?"

Peter Parker and Ava Ayala stand in the hallway of Midtown Science High, amongst other students, chattering and laughing as they make their way to classes. Ava slams her locker shut, showing her disgust for Peter's action.

"Peter, gross!" she exclaims, shoving his arm away. "Listen, you better _not _get me sick. I'm serious this time," she says, referring back to the time Peter got the entire team sick.

"Don't worry- _achoo!_" he sneezes into the tissue once more, earning a scowl from his girlfriend. "I won't. Promise."

Ava and Peter walk down the hallway to the cafeteria, when Ava pulls him away from the door, stopping him from entering.

"What are you doing?" Peter asks, raising his eyebrow.

"_Harry_." she says simply, but it's all the explanation that Peter needs.

Peter peers into the cafeteria, where he sees Harry sitting along with Mary Jane, who both look at something on her camera. Harry laughs and chatters away with the redhead, but most importantly, he looks _happy, _Peter notices. No visible marks of tiredness can be seen on his face, or bruises along his arms, which was the case when he previously used the symbiote as his own suit. The brown-haired boy frowns in worry, turning back to Ava, who wears the same expression on her face.

"He looks _normal,_" Ava whispers. "Like he doesn't remember anything from yesterday."

"We should get the rest of the team and see what's up with him," Peter suggests.

Ava opens her mouth to comment on Peter's idea when he communicator goes off, interrupting her.

"Team, I need you on the Helicarrier _immediately_." Fury's voice comes in through the device, his voice sounding more serious than ever. "Coulson will deal with your absences from school, just get here, _now. _Fury, out."

The communicator shuts off, and Peter gives Ava a look, to which she just shrugs.

"That's weird, usually Coulson tells over the PA to go to 'detention', but this time the order came from Fury himself," Ava states, her brows furrowed.

"Must be something serious," Peter says. "You should go."

The Latina turns away from him, when he grabs her shoulder. "Wait!"

She spins around, raising her eyebrows at her boyfriend's sudden outburst, and he gives her a goofy smile.

"Goodbye kiss?"

Ava nearly bursts out laughing in the middle of the hallway, but she contains herself, and simply smirks at Peter.

"_No. _That would just be asking for a death wish," she says, gesturing to the used tissue in Peter's hands. "_But, _I will give you an air hug."

She stands about a foot from him, extending her arms. Peter rolls his eyes, doing the same, before she runs down the hall towards 'detention'.

_Better than nothing, _he thinks before entering the cafeteria.

He walks towards the table Harry and Mary Jane seat at, and the two teens wave at him excitedly when they see him coming. Peter takes his spot on the table next to Mary Jane, sitting across from Harry, who is seated on the other side.

"Peter, you _won't _believe it!" Mary Jane exclaims, hugging her camera. "I got the internship!"

"You did? Awesome!" Peter says.

"I know! And it's all thanks to Spider-Man! I should thank him. Maybe we could go out to lunch," she suggests, which nearly causes Peter to choke on his sandwich. She rolls her eyes at him, "as _friends. _Sam's convinced me his girlfriend is Black Widow, so I'd rather not interfere."

_What the?! _Peter inwardly groans, putting his head on the table.

"What's wrong, Pete?" Harry asks.

"Nothing," he sighs. "Headache."

_Speaking of wrong..._

"So, uh, Harry, did you hear about Hobgoblin yesterday?"

Harry finishes taking a bite out of his salad before answering Peter. "Yeah, I saw him on the news. Dude's crazy," he replies, going back to devouring his salad.

"So you didn't see him in person or...?"

"Nah Pete, I stayed in all day. Why?"

_Looks like he really doesn't remember, _Peter thinks. _I should tell the Avengers about this. _"Oh, no reason!" he lies. "I was just wondering, cause, uh... I got some action shots of him and Spidey yesterday."

"See? I _knew _you would be good at taking pictures!" the redhead beams. "You should come with me to the Bugle after school today, Jameson asked me to go anyways. It would give you a chance to show him your pictures."

"Sounds like a plan," Peter smiles. "Maybe after we could-"

"Peter Parker, please report to Principal Coulson's office." The all too familiar voice of Principal Coulson, S.H.I.E.L.D. Agent in disguise, booms over the PA. "That's Peter Parker, to the Principal's office please."

_Looks like the Avengers need me, _Peter thinks, excusing himself from the table. He looks to his friends, who flash him a smile, signalling that it's okay for him to leave. He waves to them as he walks away from the table, and to 'Principal' Coulson's office.

"Remember, the Bugle after school!" Mary Jane calls out to Peter.

* * *

><p>Peter enters Coulson's office, greeting the brown-haired man who sits in the wheelie-chair at the long desk. Coulson nervously glances over both shoulders before looking back to Peter.<p>

"Before we get started, did you, uh.." he stammers, trying to find the right words. "Did you get _it_?"

Peter stands still for a moment, before a light bulb goes off in his head, alerting him of what the "it" is that Coulson mentioned.

"Oh, right!" The brown-haired boy reaches into his backpack, pulling out the man's Captain America comic, now signed by Captain America himself.

Coulson's eyes light up when he spots the soldier's signature on his comic, and he clears his throat, trying not to get _too_ excited. He opens his desk drawer, gently placing the comic inside.

"Thank you, now back to business. Somebody's here to see you."

A man Peter knows as his teammate walks in through the second door in Coulson's office, dressed in an all black suit. He grins, walking over to Peter.

"Tony? What are you doing here?"

"We're having a meeting. Steve _insisted _that you be there."

"Why?"

"Well," Tony smirks. "I think you'd be interested in the topic we're discussing."

"What?" Peter asks, curious.

"_You._"

_Me?! _Peter gulps. _Greeeeeat._

* * *

><p>Peter sits in the middle of the main room of Avengers tower, surrounded by his teammates. Steve and Tony sit on either side of him, while Thor and Bruce are seated next to Steve, and Sam sits next to Tony. Clint and Natasha sit to the back of the circle, quietly whispering and grinning, looking at Peter.<p>

"Now, Peter, there's no reason to be nervous," Steve says, putting his hand on Peter's shoulder.

"Oh, right, of course! Why would I be nervous with seven other people all staring at me at once?" Peter replies, a bit too snarkily, earning a snicker from Clint.

Steve rolls his eyes at Clint, and continues. "Don't worry. We just wanted to discuss our findings from our encounter with Quentin, or, _Mysterio, _and your encounter with Hobgoblin yesterday."

"Sounds like a party," Clint comments, slouching in his chair. Natasha shoots him a glare, instantly making him sit up straighter. "So let's get started."

Bruce brings the communicator from the table across from him, holding it out to Peter. Peter looks at the communicator closely, staring at the logo imprinted on the side, 'Oscorp'.

"That right there is our main source of proof that the baddies are _somehow_ working with Oscorp," Tony says. "Or at least, it _was_, until we tried tracing the signal back to the source. We got nothing, so Smythe must have cut off any connection with it."

"We also got the confirmation from Quentin himself," Natasha chimes in. "But there's no way to prove that for sure, unless he Quentin were to come in for a statement, which he _will not,_" she sighs, rolling her eyes. "Believe me, we tried."

"Now what?" Peter asks.

"We were hoping that your friend Harry could come in for some kind of statement," Sam answers.

"That's a no-go. I'm guessing Smythe used some kind of mind wipe on him, he doesn't remember _anything _from yesterday," Peter explains.

"Well then," Tony smirks. "Looks like we're gonna have to go right to Smythe and see if we can prove anything."

"Right," Steve sighs, before turning back to Peter. "We also wanted to discuss your, uh... publicity."

"Y'know, about the fact that it's mostly bad." Sam says.

"Yes, thank you Sam, that's the point I was getting to," Steve sighs, earning a thumbs up from Sam.

"So what if my publicity isn't- _achoo! _If it isn't- _achoo!_" The blue-eyed boy sighs, giving up. "You know what I mean," he sniffles.

"Well, the problem is, it casts a bad impression of you to all of New York," the blond-haired man replies.

"And more importantly, _us_," Clint adds.

"Yes," Steve continues. "As selfish as it may sound-" Clint glares at him. "-your bad reputation isn't good for the Avengers either."

"Well... what am I supposed to do?" Peter asks.

"Do not despair, spider child! There is surely some way we will we able to persuade Triple J!" Thor chimes in, with a hearty laugh.

"How?"

"For now, we don't know," Tony says simply. "First, we need to do something else. We're gonna talk to Smythe."

* * *

><p>Peter Parker swings over to the Daily Bugle as Spider-Man, dropping onto the roof. He looks down to see Mary Jane patiently waiting for him by the front door, a brown tote bag slung over her shoulder. He changes into his civilian clothes and crawls to the bottom of the building, dropping onto the ground and startling the redhead.<p>

"Peter! How'd you get here?" she asks, looking up at the sky.

"Oh, y'know, just wanted to swing by as fast as I could," he says, smiling at his joke. _Swing by. Oh man, I should be a comedian._

"Well, at least you got here on time," she smirks. "Let's go."

She pushes the doors to the building open, revealing the same corridor that Peter fondly remembers from his last visit. He stares back at the door they entered from, the windows tinted blue with the gold Daily Bugle horn pasted on the top window. The walls are a dark brown, along with the floors, with a gold pattern covering the entirety of the room. People walk up and down the corridor, yapping away on their cell phones with a coffee in their hand, or hurriedly jogging to the elevator, papers sticking out of their briefcases.

Peter and Mary Jane reach the elevator and step in, where Mary Jane presses the button to the top floor of the building. She turns to Peter, wanting to make some small talk before they arrive.

"So, what do you think Jameson's like in real life?"

"Well," Peter uses his fingers to count out every point that he makes. "Angry, loud, in desperate need of a nose hair trimmer, angry, oh, did I mention angry?"

"Yes," the redhead replies, rolling her eyes. "Three times."

"Just wanted to make my point made."

The two teens reach the top floor of the Daily Bugle, where they are met by rows upon rows of people, each performing a different task. A middle aged African-American man leans back in his chair at his desk, his brows furrowed. Peter turns to the table outside of Jameson's office, where a young woman with short brown hair up to her neck sits, typing away on a keyboard while answering a ringing telephone.

"Geez," Peter says, overwhelmed by all of the people. "That looks like a _lot _of work."

"Don't worry," Mary Jane says, walking up to the African-American man. "It's better once you get to know everybody. Hey Robbie!"

The man instantly stands from his chair, flashing a warm smile at the two teens. "Mary Jane!" he exclaims, shaking her hand. "Jameson should be out any minute now. And you are...?" he asks, turning to Peter.

"Peter. Peter Parker, nice to meet you sir." Peter firmly shakes Robbie's hands, returning a smile.

"Nice to meet you too, Pete, I'm Robbie Robertson. I'm guessing you're a photographer?" he asks, gesturing to the camera slung around Peter's neck. When the boy nods, he continues, "Ah, you must be the friend that Mary Jane was telling me about. You have pictures of Spider-Man?"

"Yeah. Do I drop them off here, or..."

"You'll have to meet with Jonah so he can accept your pictures," Robbie explains. "I'm the city editor, which means I take care of the 'Local News' section of the paper. You want your pictures published, Jameson will have to give you the go. Good luck," he adds with a chuckle. "He's not in a good mood today."

"Is he ever in a good mood?" the blue-eyed boy asks, earning another laugh from Robbie.

"MISS BRANT! WHERE'S THAT COFFEE I ORDERED 30 SECONDS AGO?! AND WHERE IS WATSON?!" Jameson's voice erupts from his office door as he shoves it open, making Peter wince.

_Looks like he's just as bad as he is with Spider-Man, _Peter sighs.

Betty Brant rolls her eyes, putting the telephone down on her desk. "Your coffee was already delivered to you, sir. And Watson is right over there," she says, pointing to Mary Jane.

"Which one? The girl or the sick one?"

"Her name is _Mary Jane _Watson, sir. I think that provides enough explanation," she replies, grinning.

"Do _not _get sassy with me, Miss Brant! And get me another coffee! You!" He points to Mary Jane, who waves to him. "My office, now. And _you..._" Jameson walks up to Peter, who suddenly feels a lot shorter in Jameson's presence. "Who are you? You have two seconds to answer, and if you don't, get out of my building!"

"Well, I, uh- I was just-" Peter finds himself at a loss for words, surprised by the man's upright and brash behaviour.

Jameson sighs, putting his hand to his forehead. "Robbie, escort this sick infant out of my building! And where are my pictures of Spider-Man?!"

Robbie rolls his eyes at Jameson's question, it seemed to be something everybody was doing today. "This 'sick infant' is the one with the pictures of Spider-Man," he explains. "So I suggest you don't send him out of the building."

"You have pictures of Spider-Man?" Peter nods, earning a humongous grin from Jameson. "Great! Watson, you wait out here! And you-" he points his finger towards Peter's chest, staring at him directly in the eyes. "My office! Now!"

Jameson practically drags Peter along with him towards the office. Miss Brant shakes her head, returning to her phone call. Before Jameson pulls his into his office, Peter turns to Mary Jane, who shoots him an encouraging thumbs up.

_Oh man. This is not gonna be good._

* * *

><p>Tony Stark and Steve Rogers step through the front door to Oscorp, both dressed in black suits. They greet the receptionist, who guides the men to the elevator, which they use to travel up to the top floor of the building.<p>

"Remember, Tony, try not to intimidate him. We want to get information out of him, not make him angry," Steve orders.

"Aww, that's my speciality," Tony smirks, earning a glare from the blonde-haired man. "Alright, alright, don't be intimidating. Got it."

The elevator door opens, revealing the large exterior of the main room of Oscorp. Tony and Steve peer around, looking for the owner.

"Huh. Not as nice as Avengers Tower," Tony mutters.

"Certainly not, Mr. Stark." Alistair's voice comes in from the side of the room, where he slowly walks down the stairs. "Please, sit."

The three men sit at the couch in the room, Tony and Steve enjoying a glass of water when Alistair clears his throat, looking straight at the two.

"What brings you men here?" he asks, taking another sip of his water.

"We wanted to discuss this," Tony says, taking the communicator out of his pocket and placing it on the table. "Were you involved in the construction of these?"

"What he's trying to say is, the logo on the side says 'Oscorp,' and we were wondering if you knew anything about this," Steve adds, in a less accusatory tone.

Alistair takes the communicator in his hands, feigning surprise. "Oh, no, of course not! Mr. Osborn must have designed these when he was still here."

Tony and Steve turn to each other, not buying it. Steve turns back to Alistair, putting his hands on the table.

"Do you know a man by the name of Quentin Beck? He mentioned you when the other Avengers were trying to apprehend him."

Tony notices the slightest scowl on Alistair's face, but it disappears completely in a second. "I don't know him personally," he starts. "But I do recall his magic performance a few years ago. Is this the same Quentin Beck?"

"Yes," Steve replies. "It is. Do you know if-"

"Actually, those are all the questions we have for you, Mr. Smythe," Tony says, interrupting Steve. "Thank you for your time."

Steve opens his mouth to protest but Tony drags him away from the room, Alistair saying goodbye before they leave the building. The two men walk outside, and Steve stops Tony dead in his tracks.

"Tony, what was that all about?"

"There's no way he was gonna give us any information," Tony sighs. "We need to have a different approach."

"What were you thinking?"

"We need somebody to go in the building. Get pictures. Y'know, get proof. And I know just the man – or boy," Tony smirks, resulting in a confused look from Steve.

"Come on, Spangles. I'll explain it back in the Tower."

* * *

><p>"So, Parker, is it?" Jameson shoves a cigar in his mouth, staring Peter down. The teen twiddles his fingers nervously, sitting across from Jameson, in a black, sleek chair.<p>

"Yup. Peter Parker. I-"

"Enough with the introductions. You know me, I know you, let's get to the pictures," Jameson demands, gesturing for the camera.

"Uh, okay sir." Peter takes the camera off his shoulder, handing it to Jameson. _Man, Jameson is such a blowhard._

"Terrible. Horrible. Meh. Disgusting." Jameson quickly slides through the pictures on the camera, his face frozen in the same scowl that he's permanently had on for the past ten minutes. "I'll pay you fifty for the whole batch."

"_Only _fifty?" Even Peter was surprised by the tone of his voice, but he knew he was getting ripped off. Other newspapers were offering hundreds of dollars for just _one _photo of Spider-Man, and Jameson was only willing to pay him fifty for his pictures? No way he was going to take that.

"Fifty, take it or leave it."

"Fine. I'll leave then. I'll just sell my photos to the Daily Globe, I'm sure they'd be more fair with the pay," Peter mutters, taking his camera and starting for the door.

"Kid!" Jameson exclaims, catching the attention of Peter. "Argh! Fine, how much do you want? Ninety-five?"

"Six hundred," Peter smirks. _Let's see how high he's willing to go._

Jameson's jaw drops to the ground, his cigar falling out of his mouth and landing on his desk. "Six hundred?! Parker, do I look like I'm made of money?!"

"Well, you do own one of the most popular newspapers in New York, so..."

"Fine." Jameson grumbles, putting the cigar back in his mouth. "Sit!" He waits for Peter to sit back down in the chair before continuing. "How about one-fifty?"

"Six hundred."

"Two hundred."

"Six hundred."

"Four hundred?"

"Six hundred."

"Kid, you are persistent. But I like that," Jameson grins. "I'll pay ya six hundred, but not until you get the pictures developed and in my hands, understood?!"

The brown-haired boy nods his head, smirking at the fact that he was able to haggle a price with J. Jonah Jameson, one of the most stubborn people in New York.

"By the way, kid, how would you like to have a job as a freelance photographer here? You bring me the pictures, I'll pay you. So far you're the only kid that's been able to get pictures of Spider-Man, plus you got spunk."

"Uh, yeah, thanks sir!" Peter sniffles.

"Great! Now GET OUT OF MY OFFICE! I don't need your snot dripping everywhere," he yells, pointing to the door.

Peter wipes his nose with his sleeve before leaving Jameson's office. He's greeted by Mary Jane, who waits patiently by the door.

"How'd it go?"

"_Awesome_! I got a job here!"

"That's great, Peter!" the redhead beams. "Maybe after I meet with Jameson we could-" She is interrupted when a sudden _**BOOM! **_erupts from the outside of the building, shattering the windows. People look around in panic, and Jameson bursts out of his office room, his face completely red.

"What is all that racket?!" he yells at the top of his lungs.

He walks to the window, along with Betty, Robbie, Mary Jane, and Peter, who look down to see chaos in the streets below them. Civilians run as fast as their legs can take them, fleeing from the mysterious figure standing in the middle of the road. Opposite of the figure, stand White Tiger, Power Man, Iron Fist, and Nova, preparing to engage in battle. At the sight of his old teammates, Peter runs to the elevator door, pressing the button to the bottom floor.

"Pete, where are you going?" Robbie asks.

"Uh... pictures!" he lies, pointing to his camera. "I need to get pictures!"

"I like that kid!" Peter hears Jameson exclaim as the elevator doors close. "Always at the center of action!"

_You have no idea, _the teen thinks as he dons his web-slinging suit.

* * *

><p><strong>AN:** Hope you guys enjoyed that chapter, I really enjoyed writing it! Here we see the introduction of the Daily Bugle and some staff members. By the way, I wanted to thank you guys for all your suggestions on any villains/heroes/other characters that should be in the fic, you've really opened my eyes to some new ideas :). Oh, I almost forgot! This fic just hit 100 reviews, and I wanted to thank you all again for your support! It really means a lot to me, so thank you :)

Onto reviews:

** sport21:** Thanks, I'm glad you enjoyed it! As for those suggestions, I really like the villains you suggested, so stay tuned for what I come up with next!

** Whispering Wolf13:** I'm glad you enjoyed it :) And I really love Deadpool, so who knows? He might make an appearance ;)

** ilikehats2:** Ooh, I really like the ideas you have there ;) They'll all be answered within the few upcoming chapters, so read on!

** The World Is Alive:** Me too, I absolutely HATE being sick, but I haven't been sick in a while (and I'd like to keep it that way, haha). And don't even get me started on how much I love Hawkeye, haha, I love him in the comics, the cartoon, the movies, everything! And I'm really glad you enjoyed the chapter! :)

** jazzybizzle:** I just wanted to put in a Black Cat cameo soon, it seems like you guys really like her, so I'm glad you enjoyed it! And yes, Flash is the new venom ;) but he might be different from what you're thinking.

** latinoheat151:** Wow, thanks for all the suggestions! I really like all of them, especially the Fantastic Four one, so keep reading on to see what happens next! :)

** fangirl7287:** Thanks!

** Guest:** Yep, seems like that old Parker luck never goes away, huh?


	15. PR Issues, Part 2

Power Man hefts a car above his shoulders, ready to throw it at the assailant terrorizing the city. Nova flies above the ground, trying to target the figure from above, while White Tiger and Iron Fist stand face to face with the villain, fists raised. Panic fills the air as civilians run away from the battle, trying not to trip over themselves.

'Who is that?!'

'What's happening?'

'Run!'

A young girl tries to make her way away from the rumble with her mother, when she trips and falls into the ground, in the path of an oncoming truck. She closes her eyes, frozen in place, when she feels herself being lifted off her feet. The girl opens her eyes to see Spider-Man's arm wrapped around her waist, guiding her back to her mother.

Spider-Man sets the child down on the pavement beside her mother, who instantly grabs her daughter, crying and grinning. "That's your one-way stop on the Spidey Express; I accept payments of hugs and lollipops."

"Thank you Spider-Man!" The girl beams, hugging Spider-Man. Her mother shoots Spider-Man a grateful look before picking up her daughter and running away from the battle.

He swings towards his old teammates, who are not at all surprised to see him standing along with them.

"Hey guys, what's shakin'? Except the ground, of course."

"Well, maybe if you came to clean up yesterday, you'd know, web head!" Nova yells from the sky.

Spider-Man turns to Iron Fist, and scratches his head. "What's he talking about?"

"Yesterday, during our battle with the Hobgoblin, one of the contained villains escaped," Iron Fist explains. "Bringing us to this."

He points towards the figure who trudges slowly towards them, Peter's eyes widening when he realizes who it is.

_Man-Wolf. Or at least half of him, anyway._

In front of Peter stands _Man-Wolf_, or John Jameson, son of Daily Bugle publisher, J. Jonah Jameson. His eyebrows and chin are lined with white fur, matching the messy hair on the top of his head. He dresses in the same containment suit that S.H.I.E.L.D. put him in, consisting of an all white suitalong with black gloves, boots, and a belt.

Spider-Man glances at John, now thrashing about and flinging cars around the street. He last remembers seeing John in a containment cell on the Helicarrier, back to a semi-human form.

"I thought we cured him of all of his... wolfiness?" Spider-Man asks.

"Me too," Power Man replies. "Looks like he didn't get the memo."

"You guys said he escaped from the Helicarrier, right?" Spider-Man asks his former teammates, waiting for a nod in response. "How long have you been following him for?"

"Since this morning, when I left school," White Tiger answers. "Apparently he escaped last night, so it's plausible he was roaming the streets before we found him."

_Last night, huh? All by himself? Which would give just enough time for something – or someone to_ get _to John_, Peter sighs, rubbing his chin. _Alright Pete, let's not jump to conclusions yet._

"Well, he's clearly not acting like himself; he probably didn't get his Wolfie-O's today," Spider-Man jokes, earning a small snicker from his old teammates. "I think John came here for Jameson – mustache Jameson, I mean."

He looks back to John, who runs towards the Daily Bugle, completely unaware of the masked teens standing behind him.

"See? He's not even paying attention to us!" Spider-Man observes. "Which is kinda weird, I _was_ on the cover of Vigilante Monthly."

"Your point is?" White Tiger asks, rolling her eyes.

"My point _is,_ he just wants to see his dad, he doesn't want to fight us. We need to – ugh – protect JJJ, we don't know how powerful or what John is capable of," he explains. "So you guys get Jameson and everybody else out of the Bugle, I'll keep John distracted. It _is _my specialty after all," he finishes with a smirk.

Nova, Power Man, and Iron Fist run towards the building, while White Tiger stays behind, putting her hand on her boyfriend's shoulder.

"Be careful," she warns, worry lacing her voice.

"Careful? Come on, I always am!" he grins with a sniffle.

"I mean it," she says, punching his arm. "You're sick. That's going to affect your fighting too, so don't get distracted."

"Okay _mom_, I promise I won't play with the big kids," he replies.

"Idiot," she smirks, before running off to catch up with her teammates.

_Now... for the main event. _

Spider-Man jumps onto the nearest lamppost, securing his camera onto it with a web. He turns and jumps in front of John, only a few steps away from the Daily Bugle.

"_Awoooooooooooooooo!_" Spider-Man calls, cupping his hands around his mouth. "Whaddya think? I've been working on my wolf howl, but I could use some expert advice," he smirks.

John turns towards Spider-Man, a low growl escaping his mouth. "Stay... away..." he whispers through growls.

"Didn't like it? Here, lemme try again."

* * *

><p>"MISS BRANT!"<p>

"I'm standing right beside you, Jameson. There's no need to yell," Betty sighs, rubbing her temples.

"Miss Brant, please explain to me what these masked hooligans are in my office," Jameson asks, a bit quieter this time.

Standing before J. Jonah Jameson in his office are Power Man and White Tiger, already displeased by Jameson's presence and rude behaviour. Jameson leans back in his chair, cigar in his mouth, while Robbie and Betty stand on either side of him.

"Did he just call us hooligans?" Power Man asks, folding his arms.

"All due respect, sir," Robbie starts, putting his hand on Jameson's shoulder. "But they aren't hooligans. I've seen what they've done for the city, and-"

"What they've done for the city?! What, you mean create more property damage and team up with that menace Spider-Man?!" Jameson retorts, cutting Robbie off. "They're hooligans!"

"Yep, he definitely called us hooligans," White Tiger whispers under her breath to her teammate. She takes a step towards Jameson, pointing to the window at the side of the room. "Listen, Jameson, you need to leave _immediately. _It's not safe out there. We already have Nova and Iron Fist evacuating the building, and there's a chance you could be hurt if you don't leave."

"Why? Because of that no-good Spider-Man?" the man asks, gaining a sigh from Robbie and Betty.

"Yeah, yeah, sure, whatever," Power Man says, stepping in between the two. "You coming or not?"

"Fine," he grumbles, begrudgingly reaching for his jacket. "But that menace better not be coming along with us!"

"Don't worry. He's got more important things to deal with right now..." White Tiger whispers as she peers out the window, looking down at John and Spider-Man, standing face to face.

* * *

><p>"Listen John, I just want to talk, okay?" Spider-Man slowly walks up to John, noticing his tense and rigid form."I know you want to see Jameson, but you can't. Not right now. You didn't fully revert back to human form, so we don't know the extent of your powers. I don't want you or anybody else to get hurt."<p>

"You're right," John sighs, easing his body upand drawing out a deep breath. "I... I don't know what came over me."

"Wait... so you don't remember coming over here?" the masked teen asks, his eyes widening when John shakes his head. _Well, where have I heard that before? _

"Don't worry about it," Spider-Man says, scratching the back of his head. "Everything will be explained once you get back to the-"

An electric charge races down John's body, contorting and shifting it into unnatural positions. His eyes glow a distinct red, the same red Spider-Man recognizes from the fight on the moon. Fangs grow from John's mouth, along with sharp claws on his hands.

Spider-Man watches as John lunges for him, his spider-sense blaring in his head. He attempts to dodge John's attack, but it too slow and is thrown back into a car.

_Ugh. Ava was right. _"Hey! I thought we were buddies! Wait up!" he exclaims, rubbing his head, and running up to catch up to John whodashes towards the Daily Bugle.

Spider-Man aims his web shooters at John's feet, tripping him up when his webs reach their destination.

"Listen John, I don't want to hurt you. You don't want to hurt me, do you?" Spider-Man sheepishly asks, John growling in reply. "Could you repeat that? Y'know, I'm sick, and super-hearing isn't exactly one of my super powers."

John rushes towards Spider-Man, angrily clawing at masked teen dodges a multitude of punches and kicks from John, who looks to be becoming angrier with every missed blow.

_Looks like my spidey-sense is faster than I- _Peter's rejoice is cut off when John grabs him by his ankle, holding him upside down in front of his body. "You shoulder check out the view over here," Spider-Man jokes nervously in a desperate attempt to stall John longer. John grins, showing off every one of his sharp fangs in his mouth.

_Okay. This is not good, _Peter groans.

* * *

><p>"Everybody stay calm," Iron Fist says as he directs people into the elevator. "There is no reason for worry."<p>

People quietly whisper and murmur to each other as they make their way into the elevator and onto the stairs. Nova and Iron Fist are nearly finished evacuating the building when a redheaded girl pulls on Nova's arm, a worried look on her face.

"Wait! My friend Peter... you didn't see him, did you?" Mary Jane asks.

"Don't worry, I'm sure he's fine," Nova reassures with a smile.

Spider-Man crashes in through the wall of J. Jonah Jameson's office, creating a large cloud of dust and a hole in the side of the wall. Upon seeing the masked teen not so gracefullyenter the Daily Bugle, people rush into a panic, sprinting for the elevator and stairs.

"Probably," he whispers under his breath, pushing Mary Jane into the elevator.

White Tiger leaves Jameson's side, running to where Spider-Man lies.

"I told you to be careful!" she angrily whispers, helping him up from the floor.

"I am being careful! Just... not doing a good job at it," he sighs.

"Where's John?"

"Gone. Hehe, that rhymed." He clears his throat when White Tiger puts her hands on her hips, clearly annoyed.

"Sorry. I guess he decided to book it because we interfered, but don't worry. I got one of _these _on him." He reaches into his pocket, pulling out a spider-shaped tracer. "Don't worry, these aren't gonna turn into some sort of super villain. Tony helped me fix them, Avenger privileges are _preeeetty _sweet, huh?" he finishes with a grin.

"Okay, Mr. Big Time Avenger, now that you've dealt with that, how are you going to deal with _this?_" she asks.

"With what?"

"_**SPIDER-MAN!**_" a voice booms from outside of the office.

"Oh. _That_," he groans.

"You listen here, bug! I don't care if the entire world is going to explode; I am _not _leaving this building!" Jameson yells, getting right into the masked teen's face. "First you try to fight _my _son, and now you destroy my office?!"

"Okay, first of all," Spider-Man starts, taking a step away from Jameson. "Spiders are _not _bugs. And second, it's not like I willingly destroyed your office! John threw me in here!"

"Now you're blaming him?! This is all _your _fault!" Jameson exclaims, pointing his finger towards Spider-Man. "Because of you, my son can't be cured! And-"

"Wait! A _cure_!" Spider-Man abruptly hugs Jameson, lifting him into the air. "Great idea! Thanks dude!" He holds his fist out for Jameson to bump it, but is met with a cold glare. "Yeah, I wasn't expecting you to do that either."

Spider-Man walks over to the hole in the side of the room, ready to take off in flight, when White Tiger steps behind him.

"Aren't you gonna stay back? Y'know, clean up?" She gestures towards the cars strewn across the street, smoke and flame spewingfrom the hoods. Lampposts rest on the ground, torn from the cement.

"I have to go... you're not mad, are you?"

She puts her hands on her hips, which is all the answer that he needs.

"Don't worry! I'll make it up to you later, promise!" The masked teen swings away from the wreckage in the street, leaving a very angry Jameson - as he always is - with an extremely annoyed White Tiger.

"Spider-Man, where do you think you're going?!" Jameson yells, shaking his fist towards the blue sky. "And where is Parker with my pictures? PARKER!"

_And there's Jameson with another brilliant idea. Man, who knew Jameson could be resourceful? _Spider-Man swings over to the lamppost where his camera is, making sure not to forget it this time.

White Tiger sighs, walking over to her teammates, who stand in the main room of the top floor in the Bugle. "Well, we might as well start."

The entire team groans, each moving to an area to start their long day of cleaning.

* * *

><p>Spider-Man quickly soars above the ground of New York, swinging faster and faster with each web swing. He slows down when he notices a shadow behind him, a small smile forming on his lips.<p>

"You must have a thing for spiders, huh?" he calls out to the figure behind him. "Makes sense, I _am _the most attractive of them all."

"Don't flatter yourself, Spider!" Black Cat calls out from behind, using her grappling hooks to swing with Spider-Man. "Slow down, I want to talk."

Spider-Man lands on the nearest building, Black Cat following with a tuck and roll.

"If I knew we were competing for the Super Olympics, I would've brought my special shoes," he grins. "What did you wanna talk about, and could you make it quick? I'm kinda busy."

"Yeah, I saw," she replies, holding up her phone.

On the screen plays a local news station reporting on the events that occurred earlier. "Spider-Man was seen fighting what appeared to be John Jameson, son of Daily Bugle publisher, J. Jonah Jameson," the reporter states. "Why Spider-Man fought this innocent man is unknown, more details after the break."

_Great_, Peter thinks sarcastically. _Just what I needed, more people thinking I'm a menace. _

"Your aunt must be worried about you," Black Cat comments.

"Yeah, well..." Spider-Man awkwardly scratches the back of his head, avoiding eye contact with the masked thief.

"Oh?" Black Cat notices his demeanor, a small smile forming on her lips. "She doesn't know, does she?" she asks, laughing. "Oh man, that must be the hardest secret to keep! Plus, you're sick? You must have the worst life _ever._"

"Yeah, yeah, whatever," he sighs, changing the subject. "What did you want to ask me?"

She strides over to the ledge of the building, sitting down and patting on it, motioning for Spider-Man to come sit next to her.

"Well, I thought... since we work so _well _together," she smirks, earning an eyebrow raise from Spider-Man. "... Maybe we should team up."

"What? You mean like a one-time team up thing? Sure, sounds fun. Unless it involves robbing a bank, my publicity's bad enough as it is." He stands to jump off the ledge when Black Cat puts her hand on his shoulder.

"_Parker, _that's not what I meant," she whispers. "I meant _permanently._"

Peter's eyes widen behind his mask, clearly taken by surprise. "I- uh – you – what?! I can't just do that, Felicia! I... I'm in the Avengers now. I have a city to protect."

"Really? _This _city? The same city that's labelled you as a menace? Face it Parker, all you ever get from this city is bad news. But you and I, we could change that," she grins, circling him. "We could show the city what you truly are, and on our own terms. So no more having to leave your girlfriend to go protect the city. We'll make the city eat their words. _Especially _Smythe."

Spider-Man hangs his head, evaluating her words carefully. _She's right. But I can't stop protecting the city, no matter what anybody thinks. Flattop isn't going to get to me today, or ever._

"Listen, Felicia... I just can't. That's not who I am."

She frowns, clearly disappointed by his answer. "Fine. I'll just find somebody else. Call me!" She blows a kiss to him before using her grappling hooks to propel herself further into the air, and further away from the masked teen.

_Well, that was interesting... _He jumps onto a building, quickly crawling up the side of it. _Why can't I be that popular in school?_

* * *

><p>Doctor Curtis Connors quietly works in his lab, dressed in an all white lab coat along with safety goggles. He peers into a vial filled with a blue liquid, carefully analyzing its contents. Curt holds a medicine dropper over the vial, pushing on it slowly, making sure to drop the right amount of liquid inside...<p>

"What's up, Doc?"

Curt nearly drops the vial on the floor, startled by Spider-Man's presence.

"Oops! Sorry, didn't mean to scare you," Spider-Man says, dropping from his web attached to the Helicarrier ceiling. He takes off his mask, laying it on a nearby table. "What's up, Doc?" he whispers.

Curt sighs, putting the vial inside a test tube rack. "I'm working on an antidote for the Goblin. Something you need, Peter?"

"Yeah, actually... Funny how you're working on an antidote already, because I kinda needed one myself."

"Oh? What for?" Curt asks.

"For John Jameson. Now I know it sounds crazy, but I think we can cure him. Today, when he attacked me at the Daily Bugle, it's like he didn't have control over what he was doing. Maybe if we stop whatever is controlling him, and give him an antidote of some kind, he'll be back to normal!"

"Sounds like a good idea Pete, but I can't do it on my own, not right not at least," Curt sighs.

"I knew you would need a hand with that," Peter says, eating his words when Curt frowns. "Sorry! Wrong choice of words. I've got a few buddies of my own that could help you produce the antidote."

* * *

><p>Alistair Smythe paces around the lab in the basement of Oscorp, his hands rubbing his temples. He thinks back to earlier today, when Tony Stark and Steve Rogers came to visit him. How could they be onto him?<p>

_This is troubling, _he thinks. _The Avengers are on to me now. With them hounding me like this... how am I supposed to finish my work? _

He looks to his unfinished prototype of his new robot creation, pieces of arms and legs lying around the lab floor. Alistair sighs, cleaning up then returning back to his office.

He stares at the monitor placed in front of him, turning it on. The screen reveals a dark room, with a brown-haired man sitting in a cell with shackles around his arms. Alistair observes his surroundings, making sure no guards are nearby.

"Herman."

The brown-haired man instantly perks up, touching his ear. "Smythe? Is that you?"

"Yes. I know it's been a while since I contacted you."

"Well... would you like me to initiate the plan?" Herman asks.

"No, not yet. There is no need for that, not for now, anyways," Alistair replies, shaking his head. "I need some of you. The Avengers are onto me... and I'd like to use one of you as a... distraction. They need to be focused on something else. I've already got somebody to distract them at the moment, but I'll need more people."

"Who did you have in mind?"

"Get me Johnathon and Silver."

"Just them, sir? Are you sure?" Herman asks nervously.

"Yes. I know of another person to join them, but he performed well enough that he _didn't _get taken into custody," Alistair scowls. "I'll contact him with another device. Goodbye."

Before Herman has the chance to answer, Alistair shuts the monitor off, a sour look on his face.

_Those Avengers have to ruin everything, don't they? And Spider-Man... no matter, _he sighs. _They will be dealt with shortly. _

Alistair walks over to the telephone hanging from the side of the room, picking it up and dialing a number. He waits a few seconds before the person on the other line picks up.

"Hello, Wade. I have a proposal for you... one I think you'll find very... _rewarding,_" he grins.

* * *

><p>Tony Stark sits along with Thor Odinson in Avengers Tower, watching the local news on the electric screen in front of them. Thor watches intently as Thor sighs, clearly unamused.<p>

"White Tiger, Power Man, Iron Fist, and Nova, New York's teen superheroes, were seen doing battle with a wolf-like figure outside of the Daily Bugle. Shortly after, they were joined by vigilante, Spider-Man. Rumors speculate that this villain was presumably the son of J. Jonah Jameson, publisher of the Daily Bugle," the reporter states. "The villain escaped, and no civilians were details after the break."

"I do not understand your Midgardian customs," Thor says, staring at the screen in confusion. It now plays an advertisement for yogurt, the actress on the screen yapping away about how 'low in calories' the yogurt is.

"What? You mean the commercials?" Tony smirks.

"That is exactly what I mean."

Tony chuckles, turning back to the screen once the commercials are finished. "An eyewitness to the battle, J. Jonah Jameson, had a few words to share about this strange event." Jameson's face pops onto the screen, and Tony winces, knowing that what he's about to say can't be something good.

"I saw all of it with my own eyes!" he yells into the camera. "It's all Spider-Man's fault! He's the reason that my son is stuck like that! You know, he assaulted me by shooting those dang-blasted web shooters at my face a few days ago!"

"Okay, only _half _of that is true," Peter sighs, walking into the room along with Doctor Connors, drawing the attention of Tony and Thor.

"Curt!" Tony grins, walking over to shake his hand. "How are you? It's been so long!"

"You two know each other?" Peter asks, surprised.

"You're looking at two of the biggest and brightest minds of today, Pete," Tony grins. "Of course we know each other. What brings you here, Curt?"

"That's something I was hoping Peter would explain," he replies. "But preferably in the lab."

Peter Parker stands in the lab amongst Bruce Banner, Tony Stark, and Curt Connors, feeling overwhelmed. They talk at incredibly fast speeds, asking Peter to do give them this or that every few minutes.

_This is so cool! _Peter intently watches as the three men mix chemicals and formulas, working quickly to finish the antidote.

"There. It's done!" Tony grins, holding the newly formed antidote in his hands.

"That's it?" Peter asks, surprised. "That took ten minutes!"

"Just imagine what we could accomplish if Richards was here," Curt smiles.

"Richards? As in... _Reed Richards?_" Peter asks, wiping his nose.

"The one and only Mr. Fantastic himself, Pete. I'll introduce you to him sometime. But don't get too excited – I'm still the best person here," Tony smirks.

"And clearly the most modest one too," Curt retorts. "Thank you for your help today, Peter. Now you'll be able to cure John of all his..."

"Wolfiness?" Peter suggests.

"Sure, why not?" Curt smiles. He takes the vial out of Tony's hands and gives it to Peter, placing it gently in his hands. "Be careful with this."

"You got it, Doc!" Peter says. "Now that I've got the antidote, I should go find John. But I need to get home first; my Aunt is _definitely _worried about me."

"Peter, before you go, there's something else I wanted to give you." Bruce says, walking over to the side of the lab. He picks up a vial from a test tube rack, analyzing its blue contents, and holding it in front of the teen's face. "There it is."

"Uh... what is 'it' exactly?" Peter asks, pointing to the vial. "It's not poison, is it?"

"Don't worry Peter, not everybody is out to get you," Bruce smirks, raising an eyebrow. "Plus, I'm a _gamma _scientist, not an _evil _scientist."

"Right... I get those mixed up sometimes."

"No worries." Bruce pours the liquid into a small cup and hands it to Peter, taking off his gloves. "It's medicine to combat your cold. I know from experience that having a cold and fighting villains doesn't exactly make for the best duo," he explains.

"You... you made that for me? Wow... I don't know what to say," Peter says, wiping an imaginary tear from his eye. "But seriously, doc. Thanks!"

"But be careful-" Bruce's eyes widen as the teen chugs the entire liquid down his throat, making a sour face as he swallows. "-it has side effects," he sighs.

"Side effects? ...Uh... like what?" Peter asks nervously.

"Death," Bruce grins, seeing the expression on Peter's face. "I'm just kidding. It causes drowsiness. I wanted you to take it during nighttime."

"Don't worry, I can handle this, I'm a man now! But next time, do you think you could make this cherry flavoured?" Peter asks, making a face.

Bruce chuckles to himself, preparing to clean up his work area. "Will do. Now go home, your Aunt is probably worried about you."

* * *

><p><em>Don't fall asleep on the train. <em>

Peter sits in the seat on a train, using his hand to cover up the yawn escaping his mouth.

"Man, that's gotta be the tenth yawn this minute," he sighs. "Why did I decide to take the train again?" Peter thinks back to about ten minutes earlier, when he nearly crashed into a building when he almost fell asleep while swinging through the city as Spider-Man. "Oh, right. _That._"

_Don't fall asleep on the train._

The words repeat in Peter's brain, desperately trying to keep the boy's eyes from closing. He takes a look out the window next to him, sighing because he's nowhere near home yet.

"When Bruce said the medicine caused drowsiness, I didn't think he meant this," he yawns.

_Maybe I can just rest my eyes for a bit, _he sighs, laying his head on the back of the train seat.

Peter instantly dozes off in a matter of seconds, unaware of his blinking communicator, alerting him of John's nearby presence...

* * *

><p><strong>AN: **Hey guys! Hope you enjoyed the chapter! I felt like John Jameson was a subject I needed to add into this because I think they'll bring him back for season 3 :). Now onto the reviews!

** ArianandXaia: **Don't worry, that's not something I plan on doing :). Did you watch Frozen too? I looooooooove that movie so much, I can't get "Let It Go" out of my head, haha.

** jazzybizzle: **Haha, I really loved that scene from the movie! And as for what caused the commotion outside, this chapter should answer your question. :)

** Prosp88:** Thank you for the review and for the suggestion! I'll consider it ;)

**The World Is Alive: **Thanks! And haha, that's pretty much how I feel about all of the Avengers. Especially Spider-Man, he's my absolute favourite ;)

** ilikehats2:** It stands for "Public relations". It's basically how you appear to the general public :) And we all know Spider-Man's publicity isn't exactly good, haha.

** lilly belle:** Thanks! And don't worry, there will definitely be lots of Felicia in the future. ;)

** fangirl7287:** Thanks!

** latinoheat151:** Thanks for the suggestions! I really like the idea of the Fantastic Four in here, so stay tuned ;).

**OMAC001: **Thank you!

**-ThatOneGirl32**


	16. PR Issues, Part 3

May Parker paces around the room of her kitchen, phone tightly clutched to her chest. She looks over at the clock once – _10:00. _May looks down at the phone again, dialing the number.

_No answer. What is he doing? _

She shakes her head, wondering what a teenage boy could do that kept him out all the time. Sure, he was looking for a job and had a girlfriend, but were those reasons to stay out past ten? May shakes the thought off with a sigh, walking back to the couch in the living room to continue waiting for her nephew to return home.

* * *

><p>Peter opens his eyes slowly, his head moving from the cool surface of the train seat. He yawns and blinks, before realizing something is <em>very <em>different. The train that was full of people now rests in an idle position, with _nobody _else on it.

"Uh... this isn't creepy at all." Peter looks outside the window to his right, noticing that the sky outside is dark.

"Great," he sighs. "I missed my stop. I wonder what time it is..."

He takes out his phone from his pocket, nearly stumbling out of his seat when he sees the time. "10:43?!" he exclaims, eyes widening. "Oh man. Ohmanohmanohmanohman! I am _so_ screwed!"

The blue-eyed boy frantically checks through his notifications, filing through a total of thirty-three missed calls.

_Crap. _

Seven missed calls from Tony Stark.

_Crap. _

Eleven missed calls from Ava Ayala.

_Crap!_

Fifteen missed calls from Aunt May.

_Mega crap!_

"I am _so _dead," he groans, slumping back in his chair. His head snaps to the side when his spider-sense goes off, alerting him of nearby danger. Peter looks out of the window, noticing a strange figure stumble across the pathway outside.

_John._ He pulls his mask out of his backpack and puts it on, taking off his civilian clothes to reveal his web-slinging suit underneath.

"I've got a wolf to catch. And some calls to make," he winces.

* * *

><p>Ava Ayala stands in the S.H.I.E.L.D. Helicarrier, dressed in a simple white shirt with the S.H.I.E.L.D. logo plastered in the middle in black, along with black pants. She has her hair up in a ponytail, making it easier for her to train. Ava repeatedly kicks and punches a punching bag with extreme strength, drawing the attention of other agents.<p>

"Geez," Luke says. "What's her deal?"

"It appears she is angered," Danny replies.

"Yeah, she's just mad because she knows that I'd make a way better team leader than her," Sam smirks. "Or maybe because her _booooyfriend _is into Black Wi-"

She glares at Sam, shooting daggers at him. "Do _not _finish that sentence."

Sam motions zipping up his mouth and throwing away the key with his hand, gaining laughs from Danny and Luke. Ava feels a buzzing in her pocket, and she takes the phone out, looking at who it is.

"Hey Peter," she says, answering the phone.

"Hey Ava!" the teen beams. "Uh... I wanted to ask if-"

She sighs into the phone, "Yes, I'll cover for you, yes, I know you fell asleep on the train, and _yes_. I'm still mad at you for leaving earlier."

"Wha... how did you..." Peter stammers, unable to find the right words to use. "How'd you know I was gonna ask you all that?"

"I have a sixth sense about this kinda stuff," she grins.

"That's kinda creepy," Peter replies, earning a laugh from his girlfriend. "Listen, about the whole train thing... I found John a couple seconds ago, and I'm following him. Why don't you guys come over and help me?" he suggests.

"Can't. Fury officially sent the mission over to the Avengers when he found out about all of the property damage we caused," she scowls.

"Oh... sorry about that," he winces. "Hey... because I left you guys earlier, how about to make it up to you, when I get back, we go on a date?" He pauses for a moment before speaking up again. "I mean you and me. Not the others. I mean – sorry, that was obvious, wasn't it? I just wanted to clarify because I said 'you guys' so I thought you might get confused and I- nevermind," he sighs.

The Latina's face immediately lights up at the mention of a date, but she frowns, fully realizing what Peter just asked her. "A date? I thought you never had any money."

"Well, about that... I got the job at the Bugle, and let's just say... today, I found out I'm pretty good at haggling prices," he grins.

"Great! Date it is," she smiles. "Oh, and don't die out there," she adds with a smirk.

"I'll try not to," he replies. "Talk to you later."

"Bye!" She hangs up the phone, putting it back in her pocket, when she realizes Danny, Luke, and Sam are staring at her. "What? A girl can't be excited for a date?"

* * *

><p>Spider-Man swings to the front of the train, looking for any sign of the conductor. Once he reaches the front, he finds the seat empty.<p>

"Looks like he left. Makes sense, I wouldn't exactly want to be outside at this time if there was a crazy man-wolf on the loose."

The train is stopped at a pier, where water rests on either side of Spider-Man. The masked teen carefully steps onto the train tracks, ensuring he doesn't get stuck in them.

"Now... where did he go?" Spider-Man asks to no one, looking back in the direction where he last saw John.

He walks around the pier for a few minutes when he stops, exasperated. "Okay! John, you're the hide-and-seek champion, you can come out now!" he grumbles.

Spider-Man sighs, sitting down and looking at his wrist, when he notices his communicator glowing red. "Oh! I almost forgot! My spider-tracers!" he beams, pressing a button on the device.

A small hologram pops up from the communicator, revealing a map with a red dot in the center of it.

"This says he's right under me..." Spider-Man looks to his side, where he sees stairs continuing to a room below the floor of the pier. "Ooh. Secret hideout. I've always wanted my own secret hideout."

"I bet Tony could arrange something like that," a voice comes in from above Spider-Man, startling the masked teen.

"What the-! How did you find me?"

"I'm a spy, remember?" Black Widow grins, dropping down from the sky above. "It's my specialty."

She is joined by Iron Man a few seconds later, who uses his repulsors to lower himself to the ground.

"Do you know how many times I called you?" Iron Man asks, slightly annoyed.

"Seven."

Spider-Man can't see Iron Man's face behind the mask, but he can tell that Iron Man was shooting him a death glare at the moment.

"Sorry. That was a rhetorical question, wasn't it?"

"Don't worry about it," Iron Man sighs. "What did you find?"

"My spider-tracers located him under the pier, down there." Spider-Man points to the stairs at the side of the pier, walking over to them.

"Great. Let's find him," Black Widow replies.

"Okay... without further ado... AVENGERS, ASSEMBLE!" the masked teen yells, putting his hands on his hips.

Iron Man and Black Widow look to each other for a moment, before Iron Man decides to break the silence.

"We're right here."

"I know! But I've always wanted to say that!" Spider-Man squeals. "Onward, soldiers!" He marches down the stairs and into the hideout, earning a small chuckle from his teammates.

* * *

><p>The Avengers slowly enter the hideout, Spider-Man's mouth hanging open when he analyzes the room.<p>

"Well, it's a hideout, but it's definitely not _secret,_" he comments.

The hideout is covered in various Oscorp materials, such as vials filled with green or orange liquid, or a small glider to the side of the room.

"Well, well, well..." Iron Man starts, smirking. "Look at what we have here. This is _all _of the proof we need to bust Smythe."

"You can drool over all of this later, Iron Man," Black Widow sighs, rolling her eyes. "We still need to find John."

"Right," he replies, analyzing the room. "J.A.R.V.I.S, scan the room for any other vital signs. You two, start looking around for anything suspicious."

Alistair Smythe sits in the main office of Oscorp, watching as a surveillance camera plays out on the screen in front of him.

'We still need to find John.'

'J.A.R.V.I.S, scan the room for any other vital signs..."

_It seems those Avengers have discovered my hideout, _he thinks, pursing his lips. _No matter. It will simply be destroyed along with them. But first, I need to ensure John finishes his job, _he grins.

He reaches for a button on top of the table, once again going back to watch the screen.

Spider-Man holds a green vial in front of his face, squinting to see its contents better. "You think if I drank this I could turn into the Hulk?"

"Spider-Man, _focus_," Black Widow commands, rolling her eyes.

"J.A.R.V.I.S. tells me that John is here. Right under us," Tony says, looking down at the floor.

"Yeah, that's what my spider-tracers show as well," Spider-Man replies, rubbing his chin. "But that doesn't make any sense. How could he be below us...?

At the same moment the words leave the masked teen's lips, his spider-sense instantly goes off, warning him of danger.

"Guys! _Move!_" He forcefully pushes his teammates away, dropping into the darkness below.

"Trap doors?! Those are _so_ sixteenth century!" he exclaims as he falls through the dark air.

"Spidey! You okay?" Iron Man asks, peering into the hole.

"Ugh... yeah," he groans. "I'm okay!" _Kinda. _

"We'll be down there to get you out in a sec-"

Black Widow is cut off when the trap door seals shut, trapping Spider-Man in the room alone, and in the dark. His head snaps to the side when he hears low distant growls, and the faint sound of claws being dragged along the walls.

"You don't have a nightlight by any chance, do you?" the masked teen sheepishly asks as the figure gets closer and closer. "Didn't think so," he gulps.

John rushes towards Spider-Man, claws drawn and fangs bared. The teen's spider-sense blares in his head as he dodges every incoming blow.

"Oh, thanks spider-sense! Wouldn't have been able to tell I was in danger!" he exclaims, obvious sarcasm in his voice.

_I can't see! What am I supposed to do? _he panics as he tries to dodge attacks from John. _I bet owls don't have these problems. Although, if I were bitten by a radioactive owl, my costume would not be as cool._

John lunges for Spider-Man, and drags his claws along the teen's chest, leaving a three-claw gash along Spider-Man's chest. Spider-Man winces, recoiling in pain.

"Hey! I was having a funny conversation in my head!" Spider-Man winces, clutching his chest. "Y'know, these suits aren't cheap..."

John snarls, his eyes a bright red, before charging towards Spider-Man once more.

"John! Listen to me! You're being controlled!" he exclaims ask he hops over John, deftly missing a kick to the stomach. "I don't want to hurt you!"

John lifts Spider-Man into the air with his bare hands, throwing him into the wall on the other side of the dark room.

"You are _not _a good listener!" Spider-Man scowls.

_Okay. Just... focus. _Spider-Man takes a deep breath as he rises from the ground, and closes his eyes, allowing his spider-sense to take over.

Spider-Man's spider-sense alerts him of John's nearby figure, allowing him to dodge an incoming kick and retaliate with a punch to the stomach. The masked teen flips over the man with grace and lands on all fours, using his webs to send John to the ground. Spider-Man squints when he hears a low hum coming from John's back, a faint red emitting from the device.

_That must be what's controlling him._

Spider-Man jumps onto John's back, grabbing hold of the electronic device plastered to the man's neck. He yanks it off with one swift movement, John howling as he recoils in pain.

"Whaddya know... _Oscorp,_" Spider-Man observes as he examines the device in his hands. He looks to the Oscorp logo imprinted on the side of the device, shaking his head. "When teachers say to put your name on all of your belongings, I didn't think _this _is what they meant."

_Okay, don't get distracted. There's still a job to finish. _The teen pulls the antidote from his pocket, sticking it into John, who lies on the ground.

His fur instantly disappears, his skin reverting back to normal. John's eyes are no longer red, and have returned to the dull blue they were once were. His claws morph into human hands, and his fangs revert back to human teeth. John's eyes flutter open, and he looks around, a confused look on his face.

"I... where am I?" John asks, using Spider-Man's extended hand to help himself up from the ground.

"You're safe now," Spider-Man replies, putting his hand on John's shoulder. "Y'know, as long as you stop trying to kill me."

"Oh no... did I do that? I'm so sorry!" the man exclaims, looking at the teen's wounds, obvious worry in his voice.

"Don't worry about it," Spider-Man says, shaking it off. "I feel worse when I have to listen to Jameson's voice," he jokes, gaining a laugh from John. "Now, we have to get you out of here. Whoever brought you here is definitely watching us as we speak..."

"Wait!" John exclaims, grabbing Spider-Man's arm. "I remember. I remember everything. It was a man named Smythe – or something like that... he used me."

_Looks like my suspicions were right after all. _"You remember?! This is great! I mean – not the fact that somebody controlled you and turned you into a raging man-wolf, that's _not _great at all. I mean-"

"Don't worry," John chuckles, cutting off Spider-Man's blabbering. "I understand."

Spider-Man opens his mouth to comment when a small light filters in from above, revealing the figures of Iron Man and Black Widow.

"What took you guys?" Spider-Man grins.

"Spidey, you hurt?" Iron Man asks, using his repulsors to lower himself to the ground.

"I'm fine. Kinda."

"Good enough. Sorry we took so long, we found something... _interesting _on the upper level of this place."

"Like what?"

"Explosives. Whoever owns this place clearly didn't want it to be found," Black Widow explains, dropping from the hole above. "We need to leave. _Now._"

"Well, now we know who 'whoever' is," Spider-Man starts. "It _was _Smythe all along. He probably rented out this place to- woah!" The teen's spider-sense goes off, blaring in his head.  
>"I'll explain later! My spidey-sense is going crazy!"<p>

"That's our cue. Spidey, you get Widow out of this place with your webs. I'll grab John," Iron Man commands as he reaches for John and pulls him up towards the sky. Spider-Man puts his arm around his teammates waist, shooting a web towards the floor above them.

"Try not to get too comfortable," she grins.

"Comfortable? With _you?_" Spider-Man's eyes widen behind his mask when he realizes the severity of his words. "Sorry. That came off as mean. That happens sometimes when I'm making jokes. What I meant was-"

"Don't worry about it," she says. "It'll take a lot more than that to hurt my feelings. Like, say, if you didn't get us out of here in the next five seconds."

"Right!" Spider-Man yanks down on his web, propelling the two into the air. They safely land on top of the pier where Iron Man and John wait along the Aven-jet.

"How'd you get that here so quickly?" Spider-Man asks, scratching his head.

"I'm good at multitasking," Iron Man grins, boarding the jet along with his teammates. "J.A.R.V.I.S, get us outta here."

"Yes, sir."

With that, the Aven-jet soars into the sky, speeding away from the pier below it. Spider-Man looks out of the window, waiting in anticipation. The hideout below the pier explodes in a burst of flame, creating a large cloud of smoke in the sky.

"Great," Black Widow sighs. "There goes the evidence."

"Don't worry team, it wasn't a complete loss," Iron Man smirks.

"How? We lost all of the evidence..." Spider-Man sighs, looking out the window at the flaming wreckage below.

"Sure. We lost all of the evidence _in there_," Iron Man starts, looking over to John. "But I think we have much better evidence _in here_."

* * *

><p>"You want me to <em>what?!<em>"

Peter Parker sits in the main room of Avengers Tower along his teammates Tony Stark, Natasha Romanoff and Clint Barton.

"We need you to go into Oscorp and take pictures of Smythe's work," Tony repeats with a roll of his eyes. "Now that we have John as a witness to Smythe's creations, it wouldn't hurt to get some more proof. Come on, it's no biggie!"

"No biggie?!" Peter exclaims, throwing his hands up in the air. "You know my friend Harry lives there, right? What if he sees me? What if _Smythe _sees me? I bet he has some kind of robot warriors designed to kill intruders. Oh- and security cameras! What about those? I bet they shoot lasers and-"

"Pete, you're overreacting," Tony chuckles, shaking his head. "I've been working on a special stealth suit for you to take with you. It'll get you past any guards, cameras, you name it."

"Okay, that sounds cool," Peter sighs. "So what do you want me to do? Crawl in through the vents? I'm pretty good at that, y'know," the teen grins, thinking back to his adventure on the Helicarrier while searching for Nick Fury.

"Actually, we were hoping you would go in through the front door," Natasha says. "You said you know Harry, right?"

Clint continues when the boy nods, "So go over for a play date or whatever it is you guys do," he grins. "Nat and I will tell you what to do with communicators. Super spies, remember?" Clint adds when Peter shoots him a confused look.

"And if you do run into any trouble, you'll be prepared. Especially with the training session you and I will be having tomorrow," Natasha smirks.

"Training session?" Peter asks, eyes widening.

"Yep. Go home and get a good night's rest. You'll need it."

* * *

><p>"Hey dad."<p>

John Jameson stands outside of the Daily Bugle, where he texted his father, J. Jonah Jameson, to meet up with him.

"John! It's so good to see you back," Jameson smiles, embracing his son in a warm hug. "Thanks to those Avengers-"

"Thanks to _Spider-Man_," John corrects with a grin. "Don't you think you owe somebody an apology?"

"Apology?" Jameson walks into the Daily Bugle along with John, taking the elevator up to the top floor.

"Yeah, dad. Please tell me you know what that word means."

Jameson sighs, exiting from the elevator. "I'm not apologizing for anything! But... maybe... just maybe... that webhead isn't so bad after all," he smiles.

"Did I just see you smile... about Spider-Man?!" John beams. "Don't tell me you were replaced by an alien while I was gone."

Jameson chuckles, walking into his office. His cigar falls out of his mouth with he sees the gaping hole in the side of the office, and papers strewn about the room, from John and Spider-Man's encounter from earlier in the day.

"What the-! _**SPIDER-MAN!**_"

"Ah, there he is," John chuckles, shaking his head.

* * *

><p>Peter slowly opens the door to his house, trying not to make any noise as he enters. <em>Maybe Aunt May's asleep. I could-<em>

"Peter!"

He inwardly groans, walking over to Aunt May who sits on the couch in the living room. "Sorry I was so late Aunt May, I was-"

She embraces him in a warm hug, cutting him off. "-With Ava. I know. She called me. Just... call me next time, alright?"

May pulls away from the hug and gasps when she notices a bruise on Peter's cheek, freshly formed."What happened to you?"

"Oh, that? I... uh... I fell when I was trying to get a picture of the fight at the Bugle earlier. No biggie," he lies, scratching the back on his head. "By the way... I got the job at the Bugle."

"That's wonderful, Peter!" May smiles. "But I don't think it's a good idea to be taking pictures of Spider-Man if you keep getting hurt like this..."

"What?! Aunt May, I can handle this, don't worry about me," Peter replies.

"Okay, if you say so," she sighs. "But if I see you come home hurt one more time, you have to quit that job, alright?" She waits until Peter nods to continue. "You'd better get some ice on that right away," May says, gesturing to the bruise on Peter's cheek. "And get to bed as well. You have school tomorrow!"

"Yeah, right, thanks Aunt May!" Peter kisses her on the cheek and grabs an ice pack from the freezer before walking up to his room. "Night!"

"Night," she sighs, carefully evaluating Peter's words.

"_I fell." _How clumsy could a teenage boy be? Sure – it was Peter after all, but what was he doing that made him come hurt all the time?

_I may be old, Peter... but I'm not completely oblivious, _she sighs, shaking her head. Something was up with Peter, and she was going to get to the bottom of it.

* * *

><p>Flash Thompson sits on the couch in his house,watching a wrestling match on the television screen in front of him. He reaches to his drink of pop to drink, but frowns when he realizes he's already drank all of it.<p>

"Aww man. Empty," he sighs, walking over to the refrigerator to grab himself another can. "Aaaand... _empty._" He frowns upon seeing the refrigerator also empty.

The blonde-haired teen looks over to the clock to see the time, _11:48. _

"I might as well go get some more food," he sighs, reaching for his jacket on a coat hanger. "The store is across the street, won't take long."

_Hey mom, hey dad! I'm going out to get some food. Oh right, you don't care. You don't even bother to come home anymore... _

He walks to the front door, money in hand, and leaves the house with the slam of the door.

Flash slowly trudges across the street to the convenience store across from his house, purchasing his items when he reaches his destination. He leaves the store with the bags in his hands, nearly dropping them when he hears an ear-piercing shriek.

"Please help! Somebody help me!" a feminine voice calls out, echoing in Flash's brain.

_Not my problem. Let the Avengers handle it. _He continues walking back to his house when he turns on his heels, suddenly feeling remorseful.

_I can't just leave her there... maybe I should call the police. _He instantly drops his grocery bags on the floor when another ear-piercing scream fills the sky, sending a rush of adrenaline into the boy.

_Flash, of all your bad ideas, this has got to be the worst! _he winces, sprinting to find the woman before it's too late.

Flash arrives to the alleyway where a woman with mascara running down her face lies,looking up at the man in front of her. He wields a knife in his hand, looking back at Flash when he hears his footsteps.

"Turn around, kid. This ain't your problem," the man says, eyes fixated on the woman. "Turn around and we can forget all about this."

"Maybe it is my problem," Flash replies, surprised by the bravery in his voice.

The man turns to face the teen, a sinister grin flashing across his face. He flings the knife across the air, right towards Flash's face. Flash watches in slow motion as he moves his head to the side, the knife soaring past his face and embedding in the wall behind him.

_How did I do that?! _

The blonde-haired boy turns back to the assailant, his mouth agape. The man rushes towards Flash, with the intent to punch him, but Flash deftly dodges each attack with insane agility. The assailant raises his fist to punch Flash again, but the teen stops the man's fist with his hand, slowly applying pressure to it. Flash's eyes widen when he hears an audible crack from the man's hand, the assailant crying out in pain.

"Oh man, I'm so sorry!" Flash exclaims, dropping the man to the floor. "I- I didn't mean to do that. I don't know how I... sorry."

Flash stares at his fist in astonishment, and looks back to the woman on the ground, her face wearing the same expression.

_Well... that's new._

* * *

><p><strong>AN: **So there's the conclusion to PR Issues! I hope you guys enjoyed it! So in this chapter we have John turning back into a human and Jameson gaining more respect for Spider-Man... kind of. Plus Flash has just discovered his powers! What do you guys think Flash will do with his new powers?

Onto reviews:

**ArianandXaia:** Yeah, that happens to me too sometimes when I take medicine, haha. Now I can't get Love is an Open Door out of my head, that movie was soooo sooo good!

**The World Is Alive: **I really like him too! It's too bad Jameson is so different from him, haha. As for the Fantastic Four, you'll just have to read on ;)!

**ilikehats2: **No problem! As for Jonathan, Silver, and Wade, you'll just have to read on to find out!

**Whispering Wolf13: **Haha, thanks! If you liked that, you'll love the next few chapters :).

**fangirl7287: **Thanks!

**jazzybizzle:** Aww, thank you! *hugs you back*

**Luxraylover:** I'm glad you're enjoying the story so far! I really love all the comments you leave after reading the chapters, so thank you for that :)!

**Guest:** Thanks! As for that... you won't have to wait much longer ;).

**OMAC001:** Haha, that made me laugh. Here's an update!

**latinoheat151:** Thanks for the suggestions as always! I was actually thinking about bringing in some of those heroes, but for now, we'll just have to wait and see... ;)

**John:** Now that I think about it, you're right. You'll definitely see an improvement on that in the later chapters, thanks for pointing it out!

**bekkihaiti:** Thanks! :)

-ThatOneGirl32


	17. The Itsy Bitsy Spyder, Part 1

Peter Parker once again lands on the mat, blue eyes looking up at the woman above him. Natasha Romanoff shakes her head, sighing and returning to the middle of the blue mat.

"Up and again."

Peter lets out an audible groan, picking himself up off the floor.

"I thought you were supposed to be training me to be a spy! Y'know, code names, pew pew guns, disguises, all that stuff..."

"Being a spy isn't just about 'pew pew guns,' Peter," Natasha replies. "If you ever get caught you need to know how to get out of that situation. And most times, that will require you to fight. Trust me, I know from experience."

"Can I at least use my web shooters?"

"_No. _There will be times where you won't be able to use any of your tech. Where you won't be able to crawl onto any walls to escape. I'm preparing you for those times, alright Peter? I need to know that you'll be prepared when you're in trouble," she explains. "Capisce?"

"Yeah, I get it," he sighs, moving back to the center of the mat.

Natasha smiles, waiting for Peter to arrive. When he does, she lunges towards the teen, throwing a punch towards his jaw, which he dodges. "So, Peter. Tell me about your fighting strategy. You like to make jokes in the middle of a fight. Why?"

"Well, for lots of reason, I guess," Peter starts, sweeping Natasha with his legs. "I use it as a distraction sometimes. It's a _looot _harder for villains to fight when I'm making fun of their costume," he smirks. "Although Shocker does that for himself. I mean, the dude wears a quilt. How do you _not _make fun of that?"

"Agreed," Natasha grins, rising from the ground.

"And I guess I use it as a defense mechanism sometimes," Peter continues. "Y'know, to distract myself from the fact that these huge guys are trying to kill me. Makes me feel all warm and fuzzy inside!" he exclaims, dodging a kick from Natasha. "Oh, and because I'm a natural born comedian," he adds with a smirk.

"That's what I thought," Natasha replies. "Except for that last part."

"What? You know my jokes are awesome!" Peter exclaims. "And, uh... I had a question to ask _you._" He continues when Natasha raises her eyebrow in reply, "Did you know that the media thinks we're, uh... well..."

"Dating?" Natasha asks, finishing the teen's sentence. "I've heard, Pete. But as a spy, I need to keep my life strictly romance-free."

"What about you and Clint?"

"What _about _me and Clint?"

"Uh... nothing," he replies, his eyes wide. "Nothing at all!"

"Great! Then let's finish this," Natasha grins, punching Peter square in the gut. She sweeps him with her legs, sending him to the floor. "And... _fini._"

"Y'know, technically, this was an unfair fight. Black Widows are natural predators of male spiders. Don't you have an Ant-Man or something for me to fight?" Peter asks.

"You mean Hank," she laughs. "I'll see what I can arrange."

"You guys finished in here yet?" Tony asks, peering into the room. He looks to see Peter lying on the ground with Natasha looming over him, and grins. "I guess you are."

"We just finished," Peter replies, rising from the floor and dusting himself off. "Why?"

"There's something I want to show you," Tony smirks.

* * *

><p>"So this is casa del Stark, huh? Whatever that means."<p>

Peter stands along Tony in Stark Industries, located in the Avengers Tower. Scientists and other workers walk to and from various points of the room, special lab equipment in their hands.

"Looks different from the last time I was here," Peter continues.

"That's because the last time you were here, you created a tech-eating monster that nearly destroyed my building," Tony says.

"Ah, good times, good times."

Tony leads Peter into a hall in the corner of Stark Industries; the same hall Peter remembers fighting Swarm in along with Tony.

"I remember this... the Hall of Armours. Or, the used to be Hall of Armours. Sorry about that. Again."

"Don't worry about it Pete," Tony says.

"What did you want to show me? I mean, this hall is kinda... empty," Peter says, gesturing to the empty space in the room.

"That's because this isn't the hall," Tony smirks. "Come with me."

Tony leads Peter to the center of the room, where they both stand on a circular plate with the Stark Industries logo engraved in the middle of it.

"J.A.R.V.I.S., take us down."

"Yes, sir," the AI responds, initiating for the circular piece to rise up and engulf the two in a transparent tube.

"Woah!" Peter puts both hands on the tube encircling the two, eyes wide at the structure moving down under the building.

"I know, I'm amazing," Tony grins. "But this isn't even the best part."

The tube lands in another room underneath the building, revealing a large room filled to the brim with Iron Man suits. The tube opens, allowing Peter and Tony to step out and walk further down the hall.

"Welcome to the new Hall of Armours," Tony smirks.

"Woah!" Peter repeats.

"Hello, Mr. Stark!" Various employees greet Tony as he walks along with Peter to the corner of the room.

"Like it? I figured, if this place was underground, it would be a lot harder for a super villain to destroy it," Tony explains.

"Underground lair? I want one! How did you do all this?"

"Like I said before, I'm good at multitasking," Tony says. "And J.A.R.V.I.S. helps too," he adds.

"Thank you for the recognition, sir," the AI comments.

"No problem, buddy. Now, Pete, just follow me into this room here..."

Tony and Peter walk down the hall to a large metal door, which opens with the completion of Tony's retinal scan.

"Retinal scan complete. Welcome back, Mr. Stark," a feminine AI voice rings out.

Tony pushes open the doors to reveal yet another room, only not filled with Iron Man suits, but something entirely different that almost makes Peter drool.

"Okay. _Woah._"

Various suits rest in blue containment cases on the walls, each belonging to a previous or existing member of the Avengers. Peter peers into different containers, one containing Captain Marvel's black and yellow suit, or the other containing Wolverine's yellow and black suit.

_Geez, Wolverine was on this team too? _

"We keep the Avengers' suits here when they decide it's time for a change or an upgrade," Tony comments.

Peter taps on a case containing a triangular shield belonging to Captain America. "Could I have this? Y'know, for show and tell."

"Hehe, _no._"

"Fine, be that way," Peter replies, folding his arms, He walks over to the next case, containing Hawkeye's old purple suit. "And he makes fun of _mine_."

"Alright Pete, time to focus," Tony interrupts, leading the teen to the last container. "This is where I've been working on your stealth suit, and now it's finished. Not to brag, but I think I did a pretty great job with it," he grins.

A black and neon green Spidey suit rests in the container above, the neon green areas of the suit glowing. Tony pulls it out of the container, handing it over to Peter.

"Go put this on and I'll explain how awesome it is," he grins.

A few minutes later, Peter returns to the Hall of Armours in his new Spidey suit. The eyes are green along with the spider symbol, which extends down to his legs and up to his arms. The middle piece of the spider rests in the center of the suit, on Peter's chest.

"Hmm, not bad, not bad," he comments, admiring his appearance in the mirror.

"It gets even better. I specifically designed this as a stealth suit, so all you need to do is this..." Tony presses the spider piece on Peter's chest, completely turning the suit invisible.

"I am totally gonna use this to mess with people," Peter grins.

"_After_ you get the evidence from Smythe. You do know how you're getting in, right?"

"Yeah, Flash and I were already planning to head over to Oscorp to so we could all work together with Harry on our project for third period," Peter explains. "I'll get it then."

"Perfect. Along with camo mode, I've added a few new things," Tony says, once again pressing the piece on Peter's to turn his visible. He hovers his finger above a different section of the piece, continuing, "This initiates the anti-sound mode. With it, well, there will be no sound. You won't be able to hear anything."

"Are you serious?"

"Yep," Tony replies, pausing for a moment. "Pete... are you crying?"

"I... I'm just so relieved I don't have to listen to Jameson's voice anymore," Peter says, wiping an imaginary tear from his eye. "Thanks."

"I try," Tony smirks.

"No, seriously, thanks! This is the best day ever!"

"Well, if you want to keep it that way, I suggest you don't be late for school," Tony says.

"Oh man, school! I forgot how early it was. Y'know, for something so important, I forget about it. A lot."

* * *

><p>"Hey, Harry!"<p>

Peter walks up to his best friend, Harry, at his locker. Harry closes his locker, a smile appearing on his face when he sees Peter approaching him.

"Hey Pete. We still on for today?" he asks.

"Yeah, of course."

"What about Flash?" Harry asks, walking down the hallway towards the cafeteria. "He's in our group but he didn't show up today."

"Yeah, I didn't see him either..."

"Typical," Harry scowls. "Of course Flash leaves all the work to us."

"I'm sure he has a legitimate reason for not coming, Harry."

"Woah!" Harry exclaims, his mouth hanging open in mock shock. "Did I just hear you vouch for _Flash? Flash Thompson?_ Am I dreaming?"

"Come on, Harry," Peter laughs. "Flash isn't that bad! He's different now."

* * *

><p>Flash Thompson hangs upside down in his bedroom, using the ceiling as his floor. A huge grin is visible on his face as he leaps to the other side of the room, staring in awe at his new found powers.<p>

"This is the _coolest _day of my life! First, stopping that guy yesterday and now this?!" he grins as he crawls around the side of the bedroom.

_What if I'm a mutant? _His eyes widen at the possibility of him being powerful like the teenagers at Xavier's Institute. _I could be one of them! I could even be... an Avenger! Like Spider-Man!_

_**No. Not Spider-Man. **_

Flash drops to the floor, startled by the voice in his head not belonging to him.

"Who... who was that?"

_**We are Venom. **_

_Venom... _the word echoes in Flash's brain, bringing back memories of the last time he heard the name. From the time Spider-Man had to fight the symbiote in the streets of New York, or somebody showed up using the Venom symbiote as their own personal Spidey-suit. Venom was on him somehow. And it was going to turn him into a _monster. _

"I can't... I can't have you on me!" Flash exclaims, pulling at his skin. _Great, now I have the Parker luck, _he inwardly groans. "Get off of me!"

_**We're one and the same, Flash. No getting rid of us now.**_

"No! We're not the same!"

_**Come on Flash, you know our father would be proud... **_

Images race by in Flash's mind, creating thoughts of anger and hatred. He thinks back to all the times his father hit him or yelled at him, using his strength to overpower him, his mother simply staring and watching. He remembers long nights, cowering in his room away from his parents, too scared to come out. He didn't want to be that kid anymore. So when he reached high school, he used his popular status and strength to pick on the weaker students, namely Peter Parker. Flash didn't hate Peter at all. But he enjoyed being able to be stronger than somebody who couldn't fight back, just as his father did. He scowls at the thought of his father, and stops trying to pull the Venom symbiote off of his skin. He just made him so... _angry. _

"No. This is just what you want, isn't it? To turn me into some kind of monster..." the blond-haired boy says, shaking off the thoughts in his head. "It's not gonna work! I'm not that type of person. Not anymore..."

_**We are that person, Flash. WE are Venom. **_

"No. _We_ aren't anything. You're just like _him..._" Flash rises up from the floor, fists clenched. "I'm not gonna let anybody or any_thing _control me. Not again."

_**We are Venom!**_

"No... _I am Venom._" Flash pauses for a moment, watching the symbiote slowly climb up his arm and around his neck. The symbiote wraps itself around its new master, and for once... Flash feels powerful. And this time, he didn't have to hurt anybody to feel this way. Flash Thompson the bully is gone. New York was going to get a taste of the new Flash – the new and _improved _Flash. Along with the new and improved _Venom._

* * *

><p>"Ava and Peter sittin' in a tree, N-"<p>

"Shut it, bucket head!" Peter exclaims, interrupting Sam's singing.

"I think both of you should stop," Luke interjects, rolling his eyes. "You've been at it for the past ten minutes!"

Peter sits along with his old teammates, Sam, Danny, Luke and Ava, in the cafeteria. Although Peter definitely missed hanging out with his friends and fighting along with them, there was one thing he didn't miss: the bickering.

"That's because Peter's just jealous that I have my own team now," Sam grins.

"We did not agree on this," Danny says, taking a sip from his water bottle.

"Funny how everybody seems to think your team leader except _your actual team,_" Peter smirks.

"Whatever, webs," Sam grumbles, folding his arms.

"Okay _boys_, that's enough," Ava says, rolling her eyes. "Peter, could I ask you something?"

"You just did."

Peter eats his words when he sees the incredulous look on Ava's face, her eyes narrowed at him. "Uh, hehe, sorry. What is it?"

"Are we still on for tonight? I thought you had to do something for the Avengers," Ava asks, turning to Peter.

"Oh, that? Pfft, that'll take five minutes! Ten tops." _Hopefully._

"You sure?"

"I'm sure!" _Kinda._

"Okay then," Ava replies, a warm smile flashing across her face. "I'll be waiting on the S.H.I.E.L.D. Helicarrier at 7. Don't be late."

* * *

><p>Flash swings through the city, engulfed by his newfound symbiote. The black goo covers him completely, morphing into a suit that conceals his identity.<p>

He wears an all-black suit that completely covers him from head to toe, similar to Spider-Man's. The mask is accompanied by the outline of two white lenses, allowing Flash to see. On his chest rests a large, white spider symbol, stretching out around his suit. He wears long black boots along with a holster on his hip, guns on each side.

_Okay, this is so cool! I'm a superhero now!_

Flash does a flip in the air, exhilarated by the speed at which he's flying. He grins behind his mask, looking down at civilians on the street who point to him in the sky.

'It's Venom!'

'Is that Spider-Man?'

'Who is that?'

_So I have powers, a costume... all I need is a cool name._

_..._

_Man, coming up with superhero names is really hard, _Flash groans.

His thoughts are interrupted when he hears a young child scream from the corner of an alleyway. Flash quickly shoots a web in the scream's direction, swinging over quickly. He finds a man and a young child in the corner of an alleyway, the man holding a knife towards the boy.

"I told you to be quiet!"

"Like picking on little kids, huh?" Flash asks, gaining the attention of the criminal.

"Who're you supposed to be?" the criminal asks, turning to Flash. "Get outta here, kid. I don't want to have to hurt you too."

Flash looks to the boy, cowering in the corner of the alleyway, away from the crook. Flash sizes the criminal up, looking at him head to toe. He narrows his eyes, examining the crook's appearance, reminded of _his father. _Same blond hair, same blue eyes. And he only feels one emotion. _Anger._

"Funny how you assume you're gonna hurt me."

He punches the man in the stomach, sending him flying back towards the wall, his knife clattering to the ground. Flash grabs the man by the collar, lifting him up into the air. He begins to punch.

One punch. _**Just. **_Four punches. _**Like. **_Seven punches. _**Him! **_

Flash reels back to punch the crook again, when he realizes what he's doing. He's been punching the criminal using the full power of the symbiote, and he didn't even notice it.

"I... I'm sorry..." he says, dropping the crook to the floor. "I didn't mean to do that..."

Flash snaps out of his trance when he hears a soft whimpering from the kid in the corner. He turns towards the child, putting on a gentle tone of voice.

"Hey kid, don't worry. You're safe no-"

"No! Leave me alone!" the boy yells, running in the opposite direction of Flash.

"Wait! I-" Flash stops himself when he realizes the boy is too far gone. "What am I doing?"

_I can't let the symbiote take over me like that again. Looks like it feeds on anger... _Flash shakes his head, webbing up the unconscious criminal on the ground. _Guess that makes me the new Hulk._

Flash's thoughts are interrupted when he feels a tingling in his brain, alerting him of danger nearby. He runs out of the alleyway, looking over to panicked civilians fleeing the street, running in the opposite direction of a local bank, due to, well, the gaping hole in the side of it.

"Looks like some not so subtle villains," he observes. "And my first bank robbery. Awesome!"

Flash swings into action, using his webs to quickly guide him into the bank. He flips into the room, landing on all fours.

"You can stop with the theatrics," a feminine voice calls out. "Everybody's eyes are already on me."

Flash looks up to see the bank occupied by various criminals, each with a gun or bat in hand, taking money from the safes nearby. Standing in the middle of them is a girl with platinum blonde hair, a smirk visible on her face.

"And just who are you?" Flash asks.

"I was about to ask you the same thing," she replies. "The name's Black Cat. You must be new around here, huh?"

"Well, Black Cat, you and your friends are under arrest for robbing this bank," he says, pulling a gun from his holster.

"What are you? Some kind of S.H.I.E.L.D. agent?"

_Agent, huh? _Flash grins. "Uh, something like that," he lies.

"Straight to the point, huh? Cute. But I don't do 'arrest'. Maybe we could work something out?"

She frowns when he shakes his head, a clear look of disappointment on her face.

"No? That's too bad. I mean, for _you._" She lunges towards Flash, claws bared.

* * *

><p>"So, Peter, I understand that you're a photographer for the Daily Bugle?"<p>

Peter sits along with Harry in the main room of Oscorp, accompanied by Alistair Smythe, who holds a Daily Bugle newspaper in his hand, wanting to learn more about Harry's friend.

"Uh, yeah! I just got the job yesterday," Peter replies. "My first pictures were published today."

"I see. And you take pictures of Spider-Man, correct?" Alistair waits for the teen to nod before continuing, "Do you know him personally?"

_Geez. Talk about stalker. _"Uh, no sir," he lies. "I guess I'm just lucky I swing into him every now and then." _Heh. Swing. _

"Hm, appears so," Alistair says, a slight scowl on his face. "You help Harry with his homework sometimes, right? He's told me you have a liking for science... just like your father."

"Uh, yeah..." Peter frowns at the mention of his father. He didn't talk about him all that much.

"Well, Peter, you appear to have some amazing skills. Perhaps you could come work here at Oscorp one day," Alistair suggests. "But we'll discuss this later; I don't want to waste any more of your time. If you boys need anything, don't hesitate to ask. I'll be upstairs in my office." Alistair turns on his heels, heading to the stairs.

_Is it just me or does that guy give off a seriously bad vibe? _Peter shudders.

"Dude, a _job _at Oscorp?" Harry beams, punching Peter's shoulder. "Isn't Mr. Smythe nice?"

"Uh, sure, 'nice,'" Peter replies. _If by "nice" you mean a creepy guy who's been trying to kill me! _

"Well, it's four," Harry says, checking the time on his phone. "We should get started."

"Wait! Uh, before we start... could I go to the bathroom?"

"Yeah, it's down the hall. Third door on the right."

Peter quickly rushes into the bathroom, his backpack slung across his shoulder. He takes off his civilian clothes, revealing his special stealth suit underneath. Peter takes his mask out of his backpack, putting in on over his head.

_Okay, this is so cool! I feel like a spy._

"Agent Romanoff, Agent Barton, come in," the masked teen whispers into his communicator.

"You don't need to talk like that, Peter," Clint sighs into the device.

"Shh! Ixnay on the personal rounounspay!" Spider-Man replies. "Someone might hear you!"

"Right, Spider-Man," Natasha replies.

"By the way, sweet suit. _So _much better than your old one," Clint smirks.

"And so much better than your old one, right? I saw it earlier today... I don't know whether you were going for Avenger, or walking pencil crayon," Spider-Man retorts.

"Hey! Purple was in, okay?!"

"That's enough, boys," Natasha says, rolling her eyes. "Although I do agree with Spider-Man," she adds with a smirk.

"Whatever," Clint sighs. "You in the building?"

"Yeah. What do I do now?"

"You'll need to locate the room where Smythe has stored all of his creations," Natasha explains. "We'll alert you of any nearby people, although that shouldn't be a problem with your stealth suit."

"Alrighto..." Spider-Man presses the spider symbol on his chest, turning his Spidey suit invisible. "I'm guessing invisible is the new black, huh?"

"Good luck on there," Clint says, leaving Spider-Man to his mission.

"Alright Pete. Like you said before, five minutes, ten tops. You can do this." He opens the bathroom door, peering into the empty hallway of the Oscorp building. "Hopefully."

* * *

><p><strong>AN: **I'm so so so so sorry guys! I know it took me a really long time to update! I've been really busy with school the past week, and I had a bit of writers block, but now I've gotten back into the swing of things (get it? swing?) so updates will definitely be more regular :)! So here we have Flash developing his new powers, and Peter sneaking into Oscorp to find some evidence. What do you guys think? Is Spider-Man gonna get caught? I hope you guys are enjoying the story, I enjoy writing it for you guys! :)

Onto reviews:

**ArianandXaia: **Yep, she definitely suspects something is going on with Peter. That quote is from Firefly, right? I've actually never watched it before, but I've was really good! Maybe I should watch it ;)

**Dream For You: **Yeah, I was wondering that too. But I've heard from people who have already seen the movie that Widow and Cap work really well together, so I'm looking forward to that! :)

**sport21:** Thanks!

**ilikehats2: **Thanks! And haha, this chapter actually addresses most of the things you said in your review, so most of your thoughts should be answered.

**Silentman87: **Yup, he's the new Venom. His name will be revealed next chapter, but if you know the comics then you'll probably already know what his name is. ;)

**latinoheat151: **I really love your reviews, they give me a lot to think about :)! As for those heroes you suggested, if you wait a little longer, some will show up ;). And I really like that idea that you have with Green Goblin, so who knows, it might show up too. Thanks for all your suggestions, I love reading them!

**OMAC001: **Yup, definitely! If he was just a normal kid I'm sure we wouldn't be as interested, huh? Thanks for the review! :)

**fangirl7287:** Thanks!

**jazzybizzle:** Wow, thanks, haha! :)

**whitetiger107:** I'm sorry you feel that way!

**-ThatOneGirl32**


	18. The Itsy Bitsy Spyder, Part 2

Unconscious thugs lay strewn across the bank floor, a result of Flash and Black Cat's ongoing battle. They lie prone, unaware of the fight in front of them. Flash and Black Cat narrowly dodge each other's attacks, both attempting to get a hit in.

"You're good at this," Black Cat grins. "Not as good as me, obviously, but still good."

"Uh, thanks. I think."

"So, what are you? Some type of Spider-Man fanboy?" she asks, using her claws to swipe them against Flash's chest. "You have all of his powers."

Flash winces, recoiling in pain. "I'm not... a Spider-Man fanboy!" _Well, not right now, anyway. _"I'm here to stop you."

"Cute," she laughs. "But that's gonna be a lot harder with _them _here."

"Them? Them who?"

"NYPD!" A cluster of police guards enter the bank through the hole in its side, answering Flash's question. They hold up their guns, pointing them at the two teens in mid-battle. "Both of you, hands where we can see them!"

"Me? Why me? I'm helping!" Flash exclaims, turning to the police.

Black Cat sighs, rolling her eyes. "It's because they're _scared _of you, newbie."

"Stay where you are!" the officers yell, fingers on the triggers.

"Don't count on it," Black Cat smirks, doing a flip over the officers and using her grappling hook to swing away from the bank. "You coming, newbie?"

_If I stay here, they're gonna shoot me, _Flash thinks, lips pursed. _Maybe if I follow her... I could catch her and turn her in to the cops. That would make them like me, right? _Flash shoots out a web, using it to propel himself out of the bank in Black Cat's direction. He ignores the gunshots ringing out, following her to an alleyway where she stands holding a burlap sack full of the money she stole.

"A burlap sack? Really?" Flash huffs, running up to Black Cat who silently waits in the alleyway.

"There's nothing wrong with being old fashioned," Black Cat smirks. She stretches out her arms, sitting on the ground and motioning for Flash to sit beside her. "Come, sit."

"What?! You were just trying to kill me earlier!" Flash exclaims, surprised by her request.

"_Honey_, if I wanted to kill you, I would've done it already," she smirks. "Now sit. There's something you need to hear."

"I'm not sitting. You stole from that bank, and I need to bring you-"

"Ugh, you can quit the whole boy scout act," she says, rolling her eyes. "You want me to return the money? Sure, _I don't care. _That's not why I want to talk."

"...What?"

"I only stole it so I could get Spider-Man's attention," she sighs. "But I guess you're good enough."

"Uh... thanks... kinda," he replies, scratching his head. "Why did you want his attention?"

"Because..." She hangs her head, as if she's ashamed of what she's about to say. "I need help. My father's in jail and I can't get him out on my own. I wanted to steal some money to bail him out, but I just _can't._ Those guys I was with back there? I thought they could help me, but if a newbie like you could take them down so easily, definitely _not_," she sighs. "So I was thinking I team up with somebody and we go straight to the source – go to the jail and bust him out there."

"You... you want _my _help?" Flash asks, a surprised tone in his voice.

"Well, yeah. Dude, come on, didn't you understand my whole emotional speech?" she asks with a slight smirk on her face.

"I... I don't want to."

"Why not? Nobody has to get hurt. We go in and bust him out, then we're done."

"Because heroes don't try to bust people out of jail, " he says. "And... I want to be a hero! I can't do things like that, or the city will think I'm bad."

"Ugh, you boys are all the same!" she exclaims, throwing her arms up in the air. "It doesn't matter _what _you do. You saw how those cops treated you earlier. Looks like they _already _think you're a bad guy, and it's only your _first day._ Even look at Spider-Man, for example. The media portrays him as a menace, or a vigilante, after all that he's done to save the city. He stopped the Goblin from turning the entire city into his own personal playground, yet they _still _brand him as a villain. Does New York deserve a hero like that? I don't think so, so _I'm _not gonna waste my breath. And _you_ shouldn't either."

_She has a point... _Flash sighs, sitting beside Black Cat on the ground. "So what am I supposed to do? The city thinks I'm a menace, and I don't even know how to control this thing properly," he says, gesturing to the symbiote covering his body.

"Maybe you're supposed to embrace it," she suggests. "Like it's a part of you. You don't need to give in to it, but you can _work _with it. Sort of like what I want you to do with me."

_Embrace it? Maybe... maybe WE are supposed to be Venom... _He shakes his head, sighing. "So what? Are we... are we a team now?"

"I guess so," she smiles. "How about we do this introduction thing over again? I'm Black Cat," she says, extending her arm out for Flash to shake her hand. "And you are?"

"I, uh... I don't have a name yet," he replies, shaking her hand.

"We'll think of something," she smiles.

_My first superhero team up. Kinda. Not exactly what I imagined... but it'll do._

* * *

><p>Spider-Man walks down the long corridor of Oscorp using his stealth suit, searching for any traces of Smythe's creations.<p>

"Guys, I've looked _everywhere_," he whispers into his communicator. "I can't find anything."

"Well, clearly, this is something Smythe didn't want us to find," Natasha replies. "Try searching downstairs in the basement, there could be something there."

"Downstairs?" Spider-Man exclaims, covering his mouth when he realizes how loud he's being. "Downstairs?!" he says in a hushed tone. "Harry's down there!"

"That's why you're wearing a stealth suit, Spider-Man," Natasha sighs into the communicator. "Just silently walk past him, you'll be fine."

"If you say so," Spider-Man replies.

"Oh, make sure nobody sees you. I heard Smythe put in some flesh-eating robots to, 'take care' of any intruders," Clint smirks.

"Thanks, guys! I'm not nervous at _aaalll _anymore," Spider-Man says. "Could you tell I was being sarcastic? Because I'm being sarcastic."

"Just go," Natasha sighs.

Spider-Man walks back into the main room of Oscorp, where Harry sits watching some TV while waiting for Peter to return. He slowly tiptoes across the room, ensuring not to make any noise. Spider-Man stops himself when he nearly steps on a box on the ground, which would surely alert Harry of his presence.

_Oh man, that could've been bad. It's a good thing I didn't- _Spider-Man's thoughts are interrupted when he walks into a flower vase, sending it crashing to the ground. The vase shatters, startling and gaining the attention of Harry. _Smooth. Reeeeaal smooth._

"What the...?" Harry walks to the broken vase, his face wearing a confused expression. "How did this fall?" Harry sighs, walking to another room to search for a broom to clean up the mess.

The masked teen quickly runs through the room, dashing for the stairs. He breathes out a sigh of relief when he reaches them, taking a moment to sit down and relax.

"Man, I was never good at stealth video games," he sighs.

He slowly walks down the stairs, eyes widening when he reaches the basement.

"Well, that's weird. This basement looks like, well, a _basement._"

Various stacked boxes rests in a pile against the walls, along with a large bookshelf filled to the brim with books in the corner of the room.

"No signs of anything evil down here..." he comments as he paces around the room. "Hmm, if I were a secret lair, where would I be...?"

He closes his eyes, imagining every spy movie he's ever watched in his head. He looks from the pile of boxes to the bookshelf before deciding to walk towards the shelf, inspired by a common plot device in spy movies. He pushes the bookshelf slightly, eyes widening when it reveals another room behind it.

"Bingo!" he exclaims, pumping his fist into the air. "I wonder if that makes me a certified spy now. Do I get my own certificate?"

The masked teen enters, mouth agape at the different materials stored inside the room. Green, black, and orange vials rest on the walls, each accompanied by a test tube rack. Spider-Man picks up an orange vial and holds it in his hand, examining it carefully.

_This must be what he used to change Harry, _he thinks.

He puts down the orange vial, looking to the black vials next to them.

_And there's the symbiote... how did Smythe get so many? _

Spider-Man walks over to the corner of the room, where suspiciously placed boxes rest on top of each other. He moves the boxes out of the way, a small grin flashing across his face when he finds a box titled 'Super Soldiers' with masking tape on the top of it. The masked teen looks to the box next to it, a box titled _Spider-Slayers._

"Geez, and I thought Doc Ock had issues," he shudders.

Spider-Man walks to the middle of the room, examining it all at once. He holds his communicator up to his mouth, "Guys, I found it," he whispers.

"See? We knew you could do it," Natasha smiles. "And no 'flesh-eating robots,' like Clint said," she adds with the roll of her eyes.

"I may or may not have made that up," Clint smirks.

"Okay, what do I do now?" Spider-Man asks. "I'm getting some _major _creepy vibes from this place."

"We need you to take some pictures and send them over," Natasha commands. "Tony says there's a piece on your mask that will take photos and directly send them over to Avengers Tower. Use that to take pictures, and then get out of there as soon as you can. We don't want you to risk your secret identity."

Spider-Man feels for the piece on his mask, grinning when he finds it. "We are _so _gonna bust this guy."

* * *

><p>Alistair Smythe sits in his office room, watching a news coverage of the earlier reported bank robbery. He purses his lips when he sees the figure the news stations dub 'Agent Venom' on the screen, apprehending multiple thugs before swinging off with Black Cat.<p>

_It appears that girl just causes more trouble wherever she goes, _he sighs. _And the symbiote has found a new host... but that is not of import. Not right now. _

He continues watching the screen, listening for any additional details about the event.

_The Avengers weren't there. _A slight grin appears on his face as he puts his hands together. _Perfect. Looks like they aren't busy... which should give them time to come here. _

Alistair pulls a communication device out of his pocket, inserting it into his ear. He turns it on, waiting a few moments before speaking.

"Wade, Silver, Johnathon... I'm ready. _Burn the place to the ground._"

* * *

><p>Spider-Man puts his finger to the camera on his mask, about to take pictures when he hears a ringing coming from his pocket. He takes the phone out of his pocket, groaning when he spots the caller ID.<p>

"Oh, uh, hey Harry," he whispers into the phone.

"Pete? Where are you? And why are you whispering?" Harry asks.

"Uh... like I said, bathroom," he lies.

"Dude, I know you said you had to go to the bathroom, but that was _twenty-five _minutes ago!" Harry exclaims, exasperated.

"I know, and I'm sorry," the teen sighs into the phone. "But, uh... I'll be out soon, _promise._"

"It's fine," Harry sighs. "Hey... what is that?"

"What is what?" Spider-Man asks.

"It smells like something is _burning. ..._Pete, I think... I think the building is _on fire_."

_On fire? _As soon as the thought enters his mind, Spider-Man's spider-sense goes crazy, alerting him of danger approaching. "Harry, get out of the building, _now! _I'll meet you out there."

"Pete, I can't-" The line abruptly cuts off, leaving the dial tone playing in the teen's ear.

_Aw, geez. Looks like that Parker luck is back again, _he sighs. He looks back to the room, a worried look on his face. _I need to take pictures... but Harry might be in trouble. _ He sighs, walking out of the room and running back up the stairs. _No matter how bad I need the pictures, I can't just leave Harry and ugh - Smythe - up there. That's not what heroes do._

Upon reaching the top of the stairs, Spider-Man is met with a wall of flame. He looks to see the entire main room of Oscorp engulfed in flame, Harry in the corner of the room coughing. He presses the spider on his chest again, turning his suit visible.

"Is it hot in here or is it just me?" he jokes, before picking up Harry and using his webs to swing to the outside of the building.

"My friend Peter-" Harry starts.

"Don't worry, I already got him out of the building," Spider-Man interrupts. "Now, where's the boss man?"

"Who?"

"Smythe," he sighs. "Maybe I should rethink some of my code names."

"He's on the top floor in his office," Harry replies. "Oh, uh, by the way... cool suit."

"Thanks," Spider-Man grins before jumping onto the building to crawl up its tall exterior. _There's no way this fire was an accident... Smythe had to have planned it! Maybe so he could throw the Avengers off his trail... but it's gonna take a lot more than that to trick me. I am a certified spy, after all, _he grins.

Spider-Man reaches the window of Alistair's office, using his webs to swing inside the room. "Hey, I don't know if you've noticed, but the building is kinda on fire..."

"Spider-Man!" Alistair sits cornered in the room, blocked by a wall of fire. "Where did you come from?"

"I've never told anybody this, but I came from the alien planet-"

"Enough of that, Spider-Man! We need to evacuate immediately."

_Geez. Interrupting my quip? That's cold, _he sighs, looking at the fire. _Or hot. Did I just make an unintentional pun? Awesome. _"Yeah, no duh."

Spider-Man shoots a web towards Alistair's waist, pulling him away from the fire and swinging him back outside of the building, where Harry stands, waiting.

"Thank you, Spider-Man," Alistair says, dusting his suit off. "But we still must extinguish the fire."

"My name is Spider-Man, not _Hydro-Man,_" the teen replies. "Not much I can do there."

"It's okay," Harry interrupts. "I called the fire department, and they're on their way."

"Good," Alistair sighs. "But I don't want any of those crooks getting their hands on _my _data."

"Crooks? What crooks? There are people in there?" Spider-Man asks.

"Yes. I saw them go downstairs, but I was trapped behind the fire so I couldn't do anything. I'm sure they're the ones who started the fire... and they're going to steal my data."

_Crooks trying to steal your data, huh? I don't buy it... but there really might be some villains in there, so I have to stop them. And y'know, make sure they aren't burned alive. _"You got it, boss man. I'll make sure they don't steal anything."

Spider-Man runs back into the building, using his webs to narrowly miss the fire in the lobby.

"Did he just call me 'boss man'?" Alistair asks, turning to Harry.

"You had to be there," Harry laughs, shaking his head.

* * *

><p>"So, what's your name?"<p>

Black Cat and Flash swing through New York City, Black Cat using her grappling hooks to fly in the air with ease and Flash using his webs. They land atop of a building to rest.

"Uh... what?" Flash asks.

"Your _name_," she repeats. "Do you not know your own name...?"

"Of course I know what my name is!" Flash exclaims, scratching the back of his head. "I just... I just don't think I should tell anybody. ...Not yet."

"Fine," she sighs. "Once you tell me what your name is, I'll tell you what mine is," she smiles. "Oh! By the way, about your name – your superhero name, I mean," she continues, pulling her phone out of her pocket. "How about _this?_"

Flash looks at the phone in front of him, the screen playing a snippet of the news coverage of the bank robbery earlier.

"Earlier today, Black Cat and a mysterious figure, which news outlets are now dubbing 'Agent Venom,' were spotted in engaged in a battle on..."

"Agent Venom, huh?" Flash grins. "Sounds good."

"Then it's settled," Black Cat replies, putting her phone back into her pocket. "Welcome to the team, Agent Venom," she greets with a fist bump.

"We should get going," Black Cat continues. "I have some supplies over at-"

"Wait!" Agent Venom grabs her arm, stopping her before she has the chance to jump off of the building. He continues when she raises an eyebrow, "Look down there," he continues, pointing to a mass of police cars dashing down the street.

"Yeah, so?"

"We should go down there and help."

"Ugh, weren't you listening to my whole spiel earlier?"

"Yeah, _I was. _But I think... I think if we show New Yorkers that we're willing to help, they might warm up to us," he suggests. "Like with Spider-Man. Not _everybody _hates him."

"You _really _want them to like you, huh?" Black Cat turns back to Agent Venom, a slight smile appearing on her face. "Fine, we can stop some crime, I guess. But I'm _still _not looking to get into the hero business, just to let you know."

"_Yes!_" Agent Venom exclaims.

"Race you there," she smirks before jumping off of the building. After a few minutes, they both arrive at the location the police cars were driving to, Agent Venom arriving a few moments later.

"Don't worry, you'll catch up soon enough," Black Cat says. "You just need to practice. And _this_, well, this should give us a lot of practice."

Agent Venom looks up to the warehouse they stand in front of, eyes narrowed behind his mask. "What do you mean?"

"See how all those cops are standing over there?" Black Cat points to the police officers standing outside the front door of the warehouse, worried looks on their faces. "Notice how none of them are going inside the warehouse? This is some sort of hostage situation. Look at how they're speaking in hushed voices... they're trying to _negotiate_ with whoever has the hostages."

"Well, they won't need to for much longer," Agent Venom grins. "Not as long as we're gonna go in there."

"Your optimism is cute," she smiles. "But don't get too ahead of yourself. We don't know what's waiting for us in there."

The two teens go inside the warehouse from the roof, making sure not to get spotted by any police officers. Black Cat and Agent Venom walk around the bottom floor of the warehouse, looking for clues as to where the hostages are. Black Cat reaches out to touch a box when Agent Venom's danger-sense blares in his head, alerting him of danger.

"Woah! Don't touch that!" Agent Venom exclaims.

"Why? What's wrong?"

Agent Venom walks up to her, placing a hand on her shoulder and leading her away. "My, uh... 'spider-sense' went off when you went near it."

"It did?" Black Cat walks back towards the box, gently placing her hand on top of it. "Looks like it's some kind of explosive, maybe. They have them all around the building. Looks like whoever's in here does _not _want to be found, or they're gonna blow the place sky-high."

"We should probably get outta here if it's not safe then," Agent Venom suggests. "I see a platform up there that leads to another room."

"Well," Black Cat smirks, placing her arm around his waist. "Take us up."

Agent Venom shoots out a web towards the platform and yanks on it, sending the two teens safely upwards. They both land on the platform, Black Cat shushing Agent Venom and hiding behind a box."

"What? What is it?"

"Down there," she points towards the platform below the two teens. "There are two guys down there."

Two men equipped with guns slowly walk around the interior of the room, making sure to cover all sides. One man stands to the right, looking out through the window, while the other stands in the middle of the room, gun in hand.

"Aren't they from HYDRA?" Agent Venom asks, earning a confused look from Black Cat in response. "I saw them on the news once. They're led by this green chick - Madame Hydra."

"What a creative name," Black Cat replies, rolling her eyes. "We should be careful, we don't know what these guards are capable of."

"I'll get the one on the right," Agent Venom whispers. He crawls onto the side of the room, using his sticky hands and feet to guide him over to above where the man stands. Agent Venom extends his arms, aiming his wrists at the man.

_I hope this works._ He shoots out a ton of webbing at the man, pulling up when he sees the webbing reach him. He wraps the man around in the webs, attaching him the base of the platform.

"Mmmph!" the man exclaims, struggling to get out of the webbing.

_Okay, that was so cool! _Agent Venom beams, a huge grin on his face.

"What the- _HEY_!" The second man spins around, looking up to see his partner stuck in a web cocoon. He points his gun up at the teen, finger on the trigger.

_Okay, that is not cool._

Agent Venom winces, preparing to have to dodge incoming gun fire, but is pleasantly surprised when the man drops to the floor, unconscious. Black Cat stands behind him, twirling her hair.

"And _I'll _get the one on the right," she smirks. "Get down here."

Agent Venom drops down to the platform, landing beside Black Cat.

"We're good at this whole stealth thing," she grins.

"Uh... maybe not," he says, his danger-sense blaring in his brain. He spins around to meet up with four familiar figures he's seen before, on the news. The S.H.I.E.L.D. trainees, or Spider-Man's old team.

"Hands up where we can see them!" Nova exclaims, hovering above the group. "The Nova Corps are here to-"

"We aren't the Nova Corps!" his team exclaims in reply.

"Fine..." Nova grumbles. "We're here to arrest you and whatever."

"Us? Why?" Black Cat asks, hands on her hips.

"Because you broke into here without any permission," White Tiger interjects. "_We_ were sent here by S.H.I.E.L.D."

"Maybe you should add some glasses to that tacky outfit of yours," Black Cat scowls, rolling her eyes. "You see these guys over here? _On the ground? In the web cocoon? _Yeah, those are the guys you want. Not us."

"Maybe you should rethink your choice of costume," White Tiger replies. "Then we wouldn't mistake you two for villains."

"Alright, alright," Power Man interrupts, noticing the tense conversation between the two ladies. "How about we all just try to get along?"

"Yeah, we don't want to start any cat fights," Nova laughs, to which everybody stares at him. "Get it? _Cat _fight? Because you're both ca-"

"We got it, bucket head," White Tiger sighs. "Let's go."

"Wait! We're coming too," Agent Venom interrupts.

"You guys wanna come too?" Power Man asks, turning to his teammates. "What do you say, guys?"

"Two heads are better than one," Iron Fist says. "Or in this case, six heads would be better than four," he adds with a smile.

"Great," Black Cat smiles. "Just don't get in my way." She brushes past White Tiger, jumping to the platform below the teens.

"Sometimes I hate people," White Tiger mutters, turning to Agent Venom. "Do I know you? You sound familiar..."

"Uh, no, I don't think so," he replies. "We should get going."

* * *

><p>Spider-Man swings back into Oscorp, only to be met with fire. "Looks like the fire is worse than I thought," Spider-Man observes. "Definitely gonna need backup." He holds his communicator up to his mouth, drawing in a deep breath. "AVENGERS, ASSEM- <em>ow!<em>"

Spider-Man winces in pain, clutching his now cut up wrist. The communicator falls to the ground, broken.

"Okay, that was either a really big bee, or a sword."

He looks up to see three tall figures standing in front of him. The feminine figure has long, silver hair, up to the middle of her back. She wears a silver headband across her forehead, matching the colour of the silver lipstick on her lips. Her entire suit is silver, which covers the entirety of her body up to her neck. Along her waist is a holster that holds a black gun, and some black grenades.

_Okay. I'm guessing she really likes the colour silver, huh?_

Standing next to her is a man wearing an all white suits, with spots of black in different areas, each spot having a distinct size.

_I'm guessing he's Polka Dot man._

Standing in the middle of the two figures is a person Spider-Man remembers all too well, wearing a humongous grin on his face that is visible beneath his red mask.

"Oh no. Why did it have to be _you?!_" Spider-Man exclaims.

"Hola, amigo!" the all too familiar voice of _Deadpool _rings in Spider-Man's ears. "Sorry about that whole communicator thing, I was aiming for your heart. But it's okay, right? Besties for life!"

"Seriously? It couldn't have been anybody else? Ugh, I would've taken Batroc," the masked teen groans. "Why are you here?"

"We're Deadpool and his Amazing Friends," Deadpool smirks. "What do ya think? I'm trying to get it on TV," he adds.

"I think you're crazy," Spider-Man sighs.

"Crazy is good, crazy is fun!" Deadpool exclaims. "_Especially _if you're dealing with this chick," he adds, pointing to the woman.

"Let me guess..." Spider-Man starts, looking up and down at the woman. He examines her silver appearance before snapping his fingers, "Your name is Silver, isn't it? Just a lucky guess."

"Silver _Sable,_" she corrects.

"Close enough. And you..." he turns to the other man standing beside Silver, putting his hand on his chin. "The Human Dalmatian?"

"No, the Spot!" the man angrily replies.

"Geez, your name is as good as Shocker's costume, and by that... I mean not good _at all_," Spider-Man replies.

The masked teen takes a step back, carefully analyzing each villain before him. "So... what is this? The group of incredibly lame C-list villains?" Spider-Man asks.

"No... _buuuut _we are the group of villains that's gonna unalive you!" Deadpool grins. "And _I mean it,_" he adds in a slightly lower tone of voice, before lunging for the masked teen.

_Okay. Maybe I am gonna be late for the date, _Spider-Man gulps. _Hehe, rhyme._

* * *

><p><strong>AN: **Here's another update! I hope you guys enjoyed reading it, I definitely enjoyed writing it :)! So in this chapter Agent Venom's name is revealed - what do you guys think of him? And a lot of you were wondering when Black Cat and White Tiger would meet, well, here it is! This is off-topic, but, has anybody seen the Winter Soldier yet? I'm going to see it in a couple days and I heard its reeeeaaallly good! Also off-topic again, did anyone see the Evian commercial for Amazing Spider-Man 2? The baby Spider-Man reminds me of chibi Spider-Man in the show, haha.

Onto reviews:

**sport21: **You've got half of that right! ;)

**Dream For You: **Yeah, I'm really excited too! Have you seen the movie yet? I'm going to see it in a couple days. I've seen the filming pics for AoU as well, and I'm reeeaaallly excited that Hawkeye and Black Widow are getting more screen time! Plus, I love how Quicksilver and Scarlet Witch look ;). Thanks for the review!

**ArianandXaia: **I'll definitely check it out! And about the secret identity, you'll just have to wait a little longer ;). Haha, I love how every time you review you leave a quote from a movie or TV show. I haven't watched the Divergent movie yet, but I have read Divergent and Insurgent! I'm currently reading Allegiant now, and I'm in the middle of it :). I heard the movie was good, so I'm looking forward to watching it!

**OMAC001: **Here's an update!

**latinoheat151: **Thanks for reviewing! I love reading your reviews, haha. Thanks for the ideas too, all of the suggestions you give me are really creative! Here's an update :)

**ilikehats2: **Yup, definitely an Agent Venom reference ;). And about the date, we'll just have to wait and see...

**Luxraylover: **Thanks for all of the reviews! I really love reading them as you read the story, your thoughts are very interesting to me :).

**Prosp88: **I like that suggestion, who knows, it might happen ;)

**spiderfan: **Thanks! If I had to choose my favourite pairing in the comics, it's definitely MJ and Peter, I love them! In the movies, Peter and Gwen, although that maaaay change in TASM 2, who knows ;). In this show I love Peter and Ava, as you can see, haha.

**-ThatOneGirl32**


	19. The Itsy Bitsy Spyder, Part 3

"Listen to me, Venom. You gotta stick with me and not these S.H.I.E.L.D. newbies over here," Black Cat whispers, pointing a finger in the other teens' directions.

The S.H.I.E.L.D. trainees joined by Black Cat and Agent Venom slowly make their way across a long platform, avoiding HYDRA guards equipped with guns on the main floor.

"Why not? They're the good guys," Agent Venom replies, a confused tone in his voice.

Black Cat rolls her eyes, sighing dramatically. "You have go a lot to learn, my friend," she smiles, patting a hand on his back. "I'll give you a rundown. They work for S.H.I.E.L.D., and you know what S.H.I.E.L.D. doesn't like? Masked vigilantes that try to bust their friends' dad outta prison."

"That's oddly specific," Agent Venom grins.

"Shut up," Black Cat replies, a small green flashing across her face. "But you do get what I'm saying, right? We stick with them, they're gonna bring us down," she explains. "I'm only here because you'd cry if I refused to come," she adds with a smirk.

_Hmm... I guess she's right. Now about the crying part, I mean, _Agent Venom thinks. _If that's how she feels about them... I wonder how they feel about me?_

_Meanwhile..._

"So, who do you think it is under there?" Power Man whispers, silently following his teammates.

"It's definitely not Harry," White Tiger replies. "He's with Peter right now at Oscorp."

"Perhaps the symbiote has found a new host?" Iron Fist suggests.

"Yeah, but who?!" Nova asks, throwing his arms up in the air. "Why not somebody cool? _Like me?_" he asks with a grin on his face.

White Tiger rolls her eyes, "It already did, bucket head," she sighs, referring back to the team's first encounter with the symbiote.

"And the results weren't exactly 'cool'," Power Man grins.

"Whatever," Nova sighs, rolling his eyes. "What do you guys think about Cat over there?"

The four teens look back to Agent Venom and Black Cat, who whisper among themselves, and look back to each other.

"She's a good fighter," White Tiger replies.

"So... you like her?" Power Man asks.

"I didn't say that. I just said she's a good fighter," she repeats.

"You just don't like her because she used your _booooooyfriend _as a personal scratching post," Nova grins.

"You ever say that again, I'll use _you _as a personal scratching post," White Tiger replies, ice in her voice.

"Let us focus on the topic of importance, you guys," Iron Fist says with a small chuckle.

The room remains silent for a few minutes as the teens make their way to the main room of the warehouse. They all huddle in one corner, looking at the scene below them. Three S.H.I.E.L.D. agents sit tied to chairs, surrounded by guards wearing HYDRA uniforms. In front of them stands a woman dressed in all green – Madame Hydra.

"Hey, aren't those S.H.I.E.L.D. agen-"

"Shh!" Black Cat exclaims, covering Nova's mouth with her hand. "We need to listen to what she's saying."

"Now, now, agents," Madame Hydra smiles, pushing her raven-coloured hair out of her face. "I suggest you tell me how to get to Nick Fury, unless you want to end up like your friend over there." She jabs a finger in the direction of an unconscious S.H.I.E.L.D. agent lying face down on the ground.

"Director Fury?" White Tiger mouths in surprise, to which the teens shrug.

"He's lucky I wasn't here when he called the police. Or something _much much _worse would've happened to him," Madame Hydra grins. "No worries," she adds with a sigh. "For me, at least. The police won't be in here for a while."

Madame Hydra circles the agents tied to their chairs, laying a slender hand on each of the chairs as she does so. "Any of you want to talk? Trust me, we have lots of time to catch up, get to know each other..."

The agents remain silent, much to the disappointment of Madame Hydra.

"At least they remain loyal," Iron Fist says.

"Stupid, but loyal," Black Cat adds.

"What are we supposed to do? Madame Hydra and her goons are down there!" Nova exclaims. "There are more goons down there than I can count. But, uh, not because I can't count high."

"We get it, bucket head," White Tiger sighs. "We need to take a stealthy approach to this and save those agents. If we all rush in at once, HYDRA might kill them."

"And us!" Nova adds.

"What if we distracted them?" Agent Venom suggests. "Two of us could lead them away while the rest of us free the hostages, then we all meet together outside the warehouse."

"Sound like a plan," Power Man says, punching a fist into his palm.

"Wait," Iron Fist interrupts, putting his hand up in the air. "She's not finished."

"I'd start talking if I were you," Madame Hydra scowls. "The police are outside, and they know we have hostages. I'm not afraid to compromise some of you."

"We'd better move," Power Man says. "Or she'll start shooting them."

"Who's gonna make the distraction?" Nova asks.

"I will," Black Cat and White Tiger say in unison.

"Uh, not if you're going," they retort in unison.

"Stop doing that!"

"We must come together as one to complete this mission," Iron Fist states. "There is no time for petty battle."

"Excuse _you?_ _Petty?_" Black Cat asks, a scowl visible on her face.

"He's right," White Tiger sighs. "We'll go together."

"Ugh, whatever," the white-haired girl responds, turning to Agent Venom. "Don't have too much fun without me."

She jumps off the platform, plunging into the shadows below to use as cover. White Tiger looks back to the boys, who stare at her with huge grins of their faces.

"Don't have too much fun without us," Nova grins.

"Shut it, bucket head," White Tiger replies with the roll of her eyes, closely following behind Black Cat.

The two girls make their way across a dark room, slipping around boxes and guards nearby. Black Cat stops dead in her tracks, causing White Tiger to bump into her. She turns around to face White Tiger, her lips pursed.

"I just wanted to let you know. Don't get in my way."

"Excuse me?"

"You heard what I said," Black Cat scowls. "We're both here for different reasons. Let's keep it that way." She turns on her heels, heading for the door up ahead.

"Listen, I don't know what your deal is. What did I ever do to you?" White Tiger asks, grabbing Black Cat's arm. "You need to put aside your personal issues about me – whatever they are – and focus on the mission."

Black Cat remains silent for a moment, before cracking a smile and moving away from the Latina's grasp. "Spoken like a true boy scout. Let's go."

* * *

><p>"So, I see you finally changed your costume, huh? What, did you realize that the <em>original <em>was a thousand times better?"

Spider-Man fights Deadpool, Silver Sable, and the Spot all at once, attempting to dodge their relentless attacks. Deadpool slashes at Spider-Man's legs with his katana, but the teen easily dodges the attack, using his acrobatic skills to jump high into the air. He does a flip in the air, spider-sense going off when Sable points her guns at him.

_Eep! _Spider-Man twirls around in the air, dodging every bullet fired. _Become a superhero, they said. It'll be fun, they said. Ugh. I should've become an Olympic athlete. _

"Okay, first of all," Spider-Man starts, answering Deadpool's question. "This isn't a 'costume,' it's a suit. Get your terminology right. And second, I didn't copy your stupid suit! I made this myself!" The masked teen lands upside down on the ceiling, crawling around to dodge the oncoming attacks of the villains.

"Stupid costume?!" Deadpool exclaims, putting his hand to his heart. "Now you've hurt my feelings! I thought we were friends! Buddies! Amigos! Besties for life!"

"Besties? Dude, you're crazy!" Spider-Man exclaims.

"You know me so well," Deadpool grins, deepening his voice.

_How do I even get myself into these situations? _Spider-Man sighs, looking down at the fire below, quickly spreading to other areas of the building. "I don't know if you guys noticed, but there is a _fire _in here! I dunno about you, but getting burned alive is _not _one of my hobbies."

"Doesn't matter," Deadpool smirks. "Healing factor, remember?"

"And if we left now, we wouldn't be able to finish our mission!" Spot exclaims.

_Sounds like Polka Dot Man has something interesting to bring to the table._ "Mission? What mission?" Spider-Man asks, scratching his head.

"There's a bounty on your head for your death, Spider-Man," Sable explains. "And it pays a most generous amount of money."

_A bounty on my head? Ugh, why couldn't they just open a lemonade stand like the other kids? _"So you guys are gonna kill me?" Spider-Man asks, dropping to the ground and putting his hands on his hips.

"No, _unalive _you," Deadpool corrects.

"Same difference," Spider-Man says, waving his hand. "Besides, I can't die yet. I still need to pick up some eggs for my aunt."

"Hm, that's unfortunate," Sable grins, before charging for the teen.

She attempts to punch him in the face but he dodges with the swift movement of his head, a slight grin appearing on the teen's face.

"You're gonna have to try a _lot _harder than that if you wanna-"

Sable kicks him in the stomach with immense strength, sending Spider-Man flying back into the fire.

_Hothothothothot! _Spider-Man instantly jumps out of the fire, using his hands to pat away the flame covering his suit. "Aww man, and I just got this suit," Spider-Man groans, touching the burnt areas of his suit. "Iron Man is gonna be so mad."

"_About what?_"

"Aaah! Voices in my head!" Spider-Man exclaims, clutching his head.

"Yours too?!" Deadpool asks in astonishment.

"_Spidey, don't worry, it's Tony_," Tony grins, easing the teen's panic.

"Well, maybe you should've lead with that!" Spider-Man exclaims. "How are you talking in my head?"

"_Did you honestly think I'd just put one communicator on your suit? Come on, I'm Tony Stark,_" Tony smiles. "_We got your distress call – well, half of it, anyways. Thor's comin' over to the building._ _Do you think you could give me a rundown of what happened today?_"

"Well, uh... I woke up, had some breakfast-"

"_I meant in Oscorp," _Tony sighs, rolling his eyes.

"Oh! You should be more specific next time," the masked teen grins. "Gimme a sec."

Spider-Man turns to his attackers, a slight grin appearing on his face. "Y'know, you guys aren't doing a good job of kill- I mean, _unaliving _me. Honestly, I don't even know what your-" he points to the Spot. "-powers are."

"Why don't you come and find out, bug?" Spot grins.

Spider-Man rushes towards the Spot, his fists raised. "Is it having a lame superhero name? No? Is it... not getting your insults right? Spiders aren't bugs, y'know. Hmm... how about this? Is it getting punched really hard in the-"

Spider-Man's eyes widen behind his mask as he watches his fist go through the Spots' body, his entire mouth disappearing into it. His mouth hangs open as he reappears on the other side of the room, flat on his back and looking up at the ceiling.

"What the-! I was over there- and now I'm over here – but I was – oh geez, this is crazy. My entire life is crazy," he sighs.

"_Kiddo? Everything alright?_" Tony asks, a worried tone evident in his voice.

"Uh, yeah. I just figured out the Human Dalmatian's power. Looks like he has these portal-type spots all over his body, and they each come out in different areas," Spider-Man explains, rising from the floor.

"_Hm... interesting,_" Tony smirks.

"Only _you _would think that's interesting," Spider-Man replies with the roll of his eyes. "Back to the rundown – I was with Harry at first then I went to the basement to look for Smythe's creations. Turns out we were right the entire time, but I couldn't take any pictures because of the fire, which I'm _preeeetty _sure Smythe set up in the first place. Then these three lunatics showed up, and you started talking to me in my head and asked me to give you a rundown of what-"

"_Okay, I get it,_" Tony grins. "_Get outta the building, Thor will meet you out there. I've already got the fire department putting out the fire._"

"How'd you do that?"

"_I own the fire department,_" Tony grins. "_Tony Stark, remember?_"

"Makes sense," Spider-Man sighs, looking up at his attackers. "You guys up for a game of tag?" Spider-Man asks, a grin slowly appearing on his face.

* * *

><p>"So, uh... you guys have any tips for me? It's kinda my first day on the job..." Agent Venom asks, awkwardly scratching the back of his head.<p>

Agent Venom, Nova, Power Man and Iron Fist silently wait on top of a tall platform overlooking Madame Hydra and the hostages, waiting for the girls' distraction.

"Violence is not always needed to resolve conflict," Iron Fist says.

"Doesn't matter if you have power," Power Man adds, raising his fists. "You gotta have brains too."

"Don't listen to these _newbies _over here, I'm the team leader," Nova grins, earning scowls from his teammates. "Rule number one-"

"Wait," Power Man interrupts. "Something's happening."

The boys look down to see the room flashing red, sirens wailing and HYDRA guards looking around in confusion.

"SECURITY BREACH, SECURITY BREACH," an AI repeats over the PA, much to the annoyance of Madame Hydra.

"Hm. It appears we have some unwanted guests," Madame Hydra scowls, pulling out a gun from the holster strapped across her waist. "HYDRA agents, come with me. The hostages aren't going anywhere for a while, _trust me_."

Madame Hydra and the HYDRA guards leave the room in a group, leaving the room completely empty.

"Argh!" Agent Venom exclaims, clutching his head.

"What's your deal?" Power Man asks.

"The symbiote... it doesn't like the alarm," he explains, gesturing to the flailing black goo sticking out of his suit. "I think it's too loud."

"Well, we'd better hurry," Nova says, flying into the air. "Nova corps, away!" he exclaims, flying down to the S.H.I.E.L.D. agents below on the main floor.

_Meanwhile..._

"How'd you do that?" Black Cat asks in response to the siren blaring in her ears.

"All I did was open this door," White Tiger grins, gesturing to the open door in front of her. "Must've tripped a switch or something."

"Whatever. Let's get outta here, this siren's giving me a _major _headache," Black Cat groans, rubbing her temples.

"Not so fast, ladies."

Black Cat and White Tiger spin around to find themselves trapped by Madame HYDRA, along with many HYDRA guards, their guns aimed up at the girls in front of them.

"_Teenagers?_" Madame Hydra scowls. "I was expecting more of a threat."

"_Green?_" Black Cat frowns. "_I _was expecting somebody with better fashion sense. Green is _so_ last year."

White Tiger feels a small smile creeping onto her face before clearing her throat, "Madame Hydra, you're under arrest for kidnapping S.H.I.E.L.D. agents. Running wouldn't be a wise idea – there are police surrounding the building and S.H.I.E.L.D. will be here any second now."

"Under arrest?" Madame Hydra asks, a frown visible on her face. "And all I wanted was to talk with Nick Fury."

"Well, then, maybe you should've said please." White Tiger's grin disappears when she looks at Black Cat who stares at her with an eyebrow raised. "What? I can banter too."

"Enough of your useless talk, girls," Madame Hydra scowls, turning to the guards standing behind her. "We cannot risk the public finding out about this. We have no use for this warehouse anymore."

"Are you saying-"

"Yes," Madame Hydra says, interrupting a HYDRA guard's comment. "We must destroy the evidence." She pulls a detonator with a red button on top out of her pocket, holding it up in front of the two girls.

"Geez, what is this, a cartoon?" Black Cat asks with the roll of her eyes.

"Is that a detonator?" White Tiger asks, her eyes wide.

"Are you scared?" Madame Hydra asks, a grin appearing on her face. "Good. _Yes, _this is a detonator. We have no use for this warehouse anymore since S.H.I.E.L.D. has found out about us."

"You can't blow this place up!" Black Cat exclaims. "What about the guards in here? _HYDRA _guards? You wouldn't kill your own, would you?" she asks. "And more importantly, _us..._" she adds in a whisper.

"Sometimes lives must be compromised in order to fulfill a better cause," she says, finger still frozen in place above the button. "HYDRA guards understand why there are here, and they understand the consequences. It's a shame _you _do not."

"Wait-!" White Tiger exclaims, reaching out to grab the detonator.

"Hail HYDRA!" Madame Hydra exclaims as she presses down on the button, triggering the explosion. Boxes and crates of explosives detonate around the girls from all directions, showing tonnes of rubs down onto them.

* * *

><p>"Mr. Smythe, please remain calm, I'm sure the building will be fine."<p>

Harry Osborn and Alistair Smythe watch as the fire department puts out the fire engulfing the tall Oscorp building. Pedestrians gather around the building, staring in awe at the burning building.

"It doesn't look 'fine' to me," Alistair scowls.

"We're working on it," the fireman replies. "Although I can't say much for your basement... it was destroyed completely."

"Oh man..." Harry sighs, putting his hand on Alistair's shoulder. "Sorry about the basement, Mr. Smythe."

"Don't worry Harry," Alistair sighs. "It wasn't your fault. It wasn't _your _fault at all..."

"What about Spider-Man?" Harry asks, changing the subject. "Is he in there?"

"Nope, we didn't find him or anybody else in there," the fireman replies. "But then again, we haven't been to every floor yet. Who knows? He could be getting out right now."

As if on cue, Spider-Man bursts through the window on the fifth floor with Deadpool, landing onto the hard pavement. Silver Sable and the Spot follow closely behind, jumping out of the window.

"Tag! You're it!" Deadpool exclaims, rising from the car he landed on.

"Did you seriously just tackle me through the window?!" Spider-Man groans, rising from the ground. "You could've killed both of us!"

"Uh, _unalived!_" Deadpool corrects, pulling shards of broken glass out of his body. "Eh, no biggie. I have a healing factor."

"_I _don't!" Spider-Man exclaims.

"Exactly," Deadpool grins.

Spider-Man looks over to his attackers and to the civilians gathered around the scene.

_Can't let anyone get hurt... except for me, of course, _he sighs. _A small price to pay for being a superhero. _"Everybody move away from here! There's a guy with really big swords that could kill you!" Spider-Man yells to the civilians. "And those two, I guess," he adds, jabbing a finger in the direction of Sable and Spot.

"Hey!" Spot exclaims, folding his arms.

"Dude, your name is 'Spot'. Sorry if you're not at the top of my priority list," Spider-Man grins.

"Well, we're about to be," Sable grins before charging towards Spider-Man.

The masked teen dodges an incoming kick from Sable, jumping into a back flip to avoid it. Spider-Man reels back to shoot webbing at Sable when a low rumbling shakes the ground, followed by thunder and lightning.

"Ooooooh, you guys are in trouuuble," Spider-Man mock sings.

Mjölnir comes flying from the sky, hitting Sable in the face, closely followed by Thor who softly glides to the ground.

"My hero!" Spider-Man exclaims, putting his hand to his heart.

"This is no time for jokes, spider-child," Thor says. "We must rid the city of our enemies!"

"Well, if you wanna be old-fashioned," Spider-Man replies. "Just like your Viking buddies, eh?"

"I am _not _a Viking!" Thor exclaims, holding out his hand. "To me, Mjölnir!"

Thor catches his hammer, turning around to meet face to face with Spot, a slight grin flashing across his face.

"I have no time for such petty foes," Thor says as he reels his arm back. He uses his full strength to punch Spot in the stomach, only for his fist to go through a portal on Spot's body and come out in another, punching _himself_ in the face.

"You _dare _strike the prince of Asgard?!" Thor yells, raising his hammer.

"Uh, actually, Thor, you kinda punched yoursel-" Spider-Man starts.

"MJÖLNIR WILL SURELY STRIKE YOU DOWN!"

The sky above quickly changes into a dark, gray mist, with a slight rumbling coming from the ground.

"Well, they don't call him the God of Thunder for nothing," Spider-Man grins.

Deadpool and Spider-Man watch in awe as Thor swings his hammer around in the air, creating a giant storm in the sky.

"Holy sh-"

Deadpool's comment is interrupted as flashes of lightning rain down on Sable and the Spot, electrifying them.

"Wow Thor, I'm _shocked,_" Spider-Man grins, punching Thor's shoulder slightly. "Get it? Shocked? 'Cause the light-"

"The battle is not yet over, Man of Spiders!" Thor exclaims, lowering his hammer. "We still need to finish with the Pool of Death."

"'Pool of Death'? You mean Deadpool?" Spider-Man asks, raising an eyebrow. "Don't worry, I'll get him."

Spider-Man spins around, looking for any signs of Deadpool. He grins when he finds Deadpool perched on top of a car, waiting silently.

"What took ya?" Deadpool grins.

"Sorry, your buddies over just tried to kill me," Spider-Man grumbles, folding his arms.

"You mean _UNALIVE!_" Deadpool corrects. "But yeah, they do that sometimes. Too bad they couldn't finish the job," he adds, dropping from the car and raising his katanas.

"Yeah? You're not going to either," Spider-Man replies.

Spider-Man and Deadpool face off against each other in the middle of the street, drawing the attention of civilians who use their phones to record the oncoming fight.

Deadpool looks over from Spider-Man to Thor to the unconscious forms of Silver Sable and Spot in a repeating motion, much to the confusion of the masked teen.

What? Aren't we gonna fight?" Spider-Man asks, fists raised.

"Y'know, I'm kinda starting to rethink this whole 'unalive' thing," Deadpool says, lowering his katanas.

"Uh... what?"

"You know what I mean!" Deadpool exclaims, slinging an arm around the masked teen's shoulder. "I can't kill off the title character! Although, _nobody_ hesitated to do it in the comics."

"Dude, _what_?" Spider-Man asks, a confused tone in his voice.

"Oh, nothing! Y'know what? This is too big of a risk," Deadpool says, turning on his jetpack. "I'll just come back in another chapter when your Avenger buddies aren't trying to kill me. See ya Spidey!" Deadpool blows a kiss over to Spider-Man before using his jetpack to fly into the sky and away from the building.

"I... wha...?" Spider-Man says, scratching his head.

"Where did the Pool of Death go, young spider?" Thor asks, flying over to Spider-Man.

"Uh, I dunno," Spider-Man replies. "Man, I'm _really_ confused right now."

"It appears so," Thor says, examining his surroundings. "The Oscorp building will be fine, and the police will be here to escort these ruffians to prison. Stark wants us back in the Tower ASAP, whatever that means. I do not understand your Midgardian language."

"Well, okay, but I can't help but feel I'm forgetting something..." Spider-Man wonders, turning back to the building.

_Oh well, it's probably nothing._ "Lead the way!"

* * *

><p>"Everybody okay?" Power Man yells, lifting a heavy piece of concrete above his head.<p>

Various murmurs of 'yeah' and 'yes' ring out in the air, resulting in relief for the teen heroes. Power Man, Iron Fist, Nova, and Agent Venom stand amongst the wreckage of what once used to be a warehouse, carefully making sure that the S.H.I.E.L.D. hostages are okay.

"What even happened?" Agent Venom asks, gesturing to the wreckage. "Was this part of the girls' distraction?"

"Well, I'm distracted alright," Nova comments.

"No, I don't believe so," Iron Fist says. "It appears Madame Hydra attempted to cover her tracks."

"Doesn't matter," Power Man says, grunting as he throws the concrete above his head. "S.H.I.E.L.D.'s on the way and they know all about this place and the hostage situation."

"Well, well, well, speak of the devil," Nova grins as he looks up in the sky, feeling the wind get slightly stronger.

The S.H.I.E.L.D. Helicarrier slowly descends upon where the boys stand, it's large form taking up most of the available space.

"Man, I bet that would make for one _huge _parking ticket," Nova laughs but stops when Power Man elbows him in the stomach.

The Helicarrier lands, S.H.I.E.L.D. agents filtering out of the open hatch door and examining the wreckage, closely followed by the Director of S.H.I.E.L.D. himself, Nick Fury.

"You kids okay?" Nick asks, walking up to the boys, worry evident in his tone.

"Yeah, we're fine..." Power Man answers.

"One, two, three, four, _you..._" Nick uses his fingers to point at each of the S.H.I.E.L.D. trainees, his eyes fixated on Agent Venom when suddenly, his eyes go wide. "White Tiger. Where's White Tiger?"

"We aren't sure," Iron Fist replies, turning back to the wreckage. "She has not yet returned."

Nick Fury brings his wrist up to his mouth, yelling in his communicator, "All S.H.I.E.L.D. agents, your main priority is to find White Tiger! _Nobody _leaves until we find her!"

_Meanwhile..._

"Cat?! Black Cat?!" White Tiger cups her hands around her mouth, in hopes of Black Cat hearing her better.

White Tiger stands amongst the wreckage of the warehouse, suit covered in ash from the explosion. She carefully makes her way across jagged slabs of concrete, making sure not to cut herself along the way.

_Madame Hydra's gone, and now I can't find Black Cat, _she sighs, rolling her eyes. _As if this day couldn't get any worse. _

"Black Cat?!" she calls out once more.

The teenage girl sighs, sitting down on a concrete block. _I've been searching for her forever. Maybe she... _White Tiger shakes her head, shaking off the morbid thought. _I have to find her._

"Cat?! Can you hear me?"

A few seconds of silence pass, and White Tiger sighs once more, annoyed by the fact that she can't find her new "friend".

"I can hear you!"

White Tiger instantly perks up at the sound of the girl's voice, moving closer towards it. "Where are you?"

"I'm right here." Black Cat steps into view, her suit in the same condition as White Tiger's. "This is gonna be so hard to wash out," she groans, pulling at the dirt in her platinum-blonde hair.

"That's the least of our problems," White Tiger sighs, rolling her eyes. "We need to find a way out of here."

"I found an exit back there," Black Cat says, leading White Tiger to where she came from. She looks down at the ground, kicking a rock around before looking back up to White Tiger. "So... you stayed to look for me?"

"Yeah."

"Thanks."

Two two girls make their way down a pathway filed with pieces of rocks and concrete, ducking or jumping to get past this and that.

"Well, here it is," Black Cat announces. "Be careful, some of these rocks are unstable."

As soon as the words leave the teen's lips, a low rumbling comes from the ground, shaking the two girls off balance.

"What's happening?!" Black Cat asks.

"Move!" White Tiger exclaims, pushing Black Cat out of the way.

"Hey! Why'd you do that-"

Black Cat's eyes widen in surprise when an unstable piece of concrete falls from the destroyed ceiling of the warehouse, landing on White Tiger's waist. White Tiger struggles to move it, trapped underneath its heavy weight.

_I should get out now, the exit's right there. But she's trapped... _Black Cat looks over to White Tiger, struggling to get out from under the concrete piece.

"I'm gonna regret this," Black Cat groans, turning on her heels and moving back towards White Tiger.

"Urgh!" Black Cat exclaims as she uses all of her strength to lift the heavy rock from White Tiger's waist.

"You have super strength?" White Tiger asks in astonishment.

"Sometimes I do – urgh!" Black Cat exclaims, slightly lifting the rock above the ground. "Sometimes I don't."

"'Sometimes?' What's that supposed to mean?" White Tiger asks as she rolls out from under the concrete piece Black Cat holds in her hands.

"It means none of your business," Black Cat replies with the roll of her eyes, dropping the concrete piece onto the ground and lying down on the pavement. "Ugh. That was _exhausting._"

White Tiger walks over to her, hands on her hips. "Try doing that every day for a full year," she smirks.

"I don't know how you guys do it," Black Cat sighs. "You know what? I'll give you that. It must be pretty hard to be a superhero."

"Can't imagine bank robbery is easier," White Tiger smiles, sitting down beside the teenage girl.

"Oh, you have _no _idea. Lemme give you a rundown..."

"Sorry to interrupt your girly bonding time," a voice rings out from the sky. "But we'd better go."

"Nova?" White Tiger asks, looking up in the sky.

"Your knight in shining armour," Nova grins.

"In your dreams, bucket head," White Tiger says.

"Oh, so you _don't _wanna get outta here then?" he asks, putting his hands on his hips.

"Okay, fine," she replies, rolling her eyes. "Let's go."

* * *

><p>"You alright, son?"<p>

Three of the seven Avengers rest in the main room of Avengers Tower, Tony sitting off to the corner of the room and repairing Spider-Man's stealth suit. Peter lies on the floor in his classic red and blue suit, with his mask in his hands, looking up at Steve who peers at him from the couch.

"Yeah... I'm just resting," Peter says. "Y'know, fighting off people trying to kill you can be _exhausting._"

"I imagine it would be," Steve chuckles.

Peter takes his phone out of his pocket for what seems like the eighteenth time that minute, checking the time.

_Only 6? I guess I have time. _

"You keep checking the time. Something important happening tonight?" Steve inquires, looking away from the newspaper in his hands.

"Uh... yeah," Peter replies, sitting up cross-legged. "I have a date tonight."

"A date, huh?" Steve smiles. "Have fun."

Peter returns the smile, looking over to the blonde-haired man. _I wonder... has Captain America ever gone on a date?_

"Yes," Steve says.

"Huh?"

"Yes, I have been on a date before," he elaborates.

"...How'd you know I was thinking that?" Peter asks, scratching his head.

"I can read minds," Steve jokes. "Don't ask me for any girl advice though. Stark is the ladies man."

"He's right," Tony calls from the corner of the room. "If only I could apply those skills to this suit," he adds with a frown, looking at the charred stealth suit.

"Yeah, sorry about that," Peter says, walking up to Tony. "This mission was a complete bust, huh?"

"Not exactly."

"But we didn't get any evidence!" Peter exclaims, throwing his hands up in the air.

"Sure. But, we did get something important. A _witness,_" Tony replies.

"Who?"

"_You_."

"Uh... _me?_" Peter asks, putting on his mask.

"No, not _you_," Tony grins, pointing to the spider insignia on the teen's chest. "Peter Parker."

* * *

><p>"White Tiger! You alright?"<p>

Nick Fury, Iron Fist, Power Man and Agent Venom watch as Nova quickly flies over to the Helicarrier, holding Black Cat and White Tiger wrapped in each arm. Nova sets both of the girls down on the pavement, much to the pleasure of Nick.

"Yeah, I'm fine," White Tiger says.

"Can't say the same for your suit," Nova grins, gaining laughs from the other boys.

"Whatever," she sighs, rolling her eyes.

"Black Cat!" Agent Venom exclaims, running up to his teammate.

"What? You didn't think I'd die on the first day of our team up, did you?" she smirks. "That'd just be rude."

"I'm glad you kids are okay," Nick says to the S.H.I.E.L.D. trainees. He turns to Black Cat and Agent Venom, a small smile forming on his lips. "And you two-"

"I'm Agent Venom, and this is Black Cat," the teen introduces.

"Oh, I know. You're in the S.H.I.E.L.D. files."

"Wha- how?! I just got my powers yesterday..." Agent Venom says, scratching his head.

"What can I say? We work quickly," Nick responds with a smirk.

"Blah, blah, blah, we're in the S.H.I.E.L.D. files. Is there a point to this conversation?" Black Cat asks impatiently.

"Straight to the point, huh?" Nick smiles. "I like that." He circles the two teens once, eyeing them up and down. "You're both in the S.H.I.E.L.D. files, so I've read about you. And I know you're both capable of greatness. You join us here at S.H.I.E.L.D., we will make that greatness _real._ What do you say?" he proposes.

"Sorry Nick, not the hero type," Black Cat responds, putting her hands on her hips.

"And you?" Nick asks, turning to Agent Venom.

Agent Venom looks over from Black Cat to Nick Fury, a look of worry evident on his face behind his mask. Did he want to train to become a superhero like them? Or did he want to stay with Black Cat and honour the promise he made her?

"Uh... thanks. But no thanks," Agent Venom says, turning to Black Cat. "I'm gonna stick with her."

"Heh. Stick," Nova grins, elbowing Power Man's shoulder.

"You ever change your mind, you know where to find me," Nick says, pointing to the S.H.I.E.L.D. Helicarrier.

"Yeah, it's pretty hard to miss," Black Cat replies, a smile on her face. She walks away with Agent Venom into the city, and away from the Helicarrier.

"Hm. That's too bad. Looks like they could've been good additions to the team," Nick says, a slight frown evident on his face.

Agent Venom slowly walks behind Black Cat, wearing the same expression on his face.

_Did I make the right decision? I mean, Cat is cool and all but I... I want to be a superhero. Like the Avengers... like Spider-Man. And I don't think breaking into prisons will help me get there..._

"Something wrong?" she asks, noticing his demeanor.

"Uh, no! It's nothing. Nothing at all..."

* * *

><p>Alistair Smythe and Harry Osborn sit together in the Oscorp Tower, examining the damage done by the fire.<p>

"At least the building is fine," Alistair sighs, rubbing his temples.

"Yeah, can't say the same for the basement... sorry about that again, Mr. Smythe," Harry says, turning towards Alistair with a sincere smile.

"Don't worry, Harry," Alistair says, returning a fake smile. "Say... where's that friend of yours? Peter, that was his name, right?"

The smile instantly fades from Harry's face as soon as his best friend's name is mentioned. "Yeah, Pete. He just bailed on me. Spider-Man said he was okay, but he didn't even come back to make sure I was okay. Or so I could make sure he was okay."

"Hm, that's too bad," Alistair says, rising from his seat. "I'm sure he had a good reason."

"Yeah, whatever," Harry mumbles.

Alistair grabs his coat from a coat hanger, putting it on in one swift motion. "Harry, I'll be out for a while. I have a... meeting to attend. I'll be back before nine."

Alistair circles the building, entering the black car he parked behind Oscorp this morning. He drives a great distance to the Brooklyn Bridge, exiting the car once he reaches his destination.

Alistair sneakily looks at his surroundings, making sure nobody notices him. He silently makes his way under the bridge, using a hidden pathway he covered up earlier in the week. The pathway leads him to a door and he smiles, pushing open the door with a label that reads "**DO NOT ENTER"**.

_The fire had to have thrown the Avengers off my trail, _Alistair thinks with a smug smile. _Because I have much bigger plans here. _

He enters the hidden building, the room illuminated by the activated technology inside of it. Robot parts lay neatly on tables, along with vials of variously coloured liquids. Alistair pushes open the door to another room, revealing a small office filled to the brim with monitors.

Alistair chuckles to himself, sitting in the idle seat in front of the monitors. "They have _no_ idea what's coming."

* * *

><p><em>I never thought I would be saying this, but I'm going on a date!<em> _An actual date!_

Spider-Man swings through the city, a huge grin evident on his face behind the mask.

"Woo!" the masked teen lets out a happy yell as he flies through the air, alerting the citizens of New York of his happy demeanor.

Spider-Man takes out his phone, looking up at the Helicarrier idle in the sky, it's large form masked by the dark night.

_7:00. Right on ti-_

"Spider-Man, help!" a voice rings out in the air. Spider-Man turns back to see a building on fire, its tall presence illuminated by the flames.

_Aw man! Seriously?! That's the second fire today, _he groans. _I guess I could help out with this and then get to the date. Ava will understand... right?_

"Have no fear, your friendly neighbourhood Spider-Man is here!" the masked teen exclaims as he swings towards the fire.

* * *

><p><em>7:00<em>

Ava Ayala stands atop the S.H.I.E.L.D Helicarrier, wind blowing her long, brown hair outwards. She walks around with her arms folded, silently waiting for Peter to arrive.

_7:30 _

Ava sits on the edge of the Helicarrier, playing a game on her phone to pass the time. She looks up every once in a while in search of her boyfriend, but looks back down with a frown on her face as she finds nobody there.

_8:20_

The girl sighs, walking towards the stairs leading to the interior of the Helicarrier. She folds her arms, a clear look of disappointment evident on her face.

"I guess something came up," she sighs.

"Waitwaitwaitwaitwait!"

Ava's head snaps around as she hears a familiar voice coming from the sky, a small smile flashing across her face. Peter swings over to Ava hurriedly, nearly crashing into her.

"I'm _so _sorry!" he exclaims. "There was a fire, a-and I- a bank robbery, and I just-"

"Don't worry about it," Ava smiles, interrupting his rambling.

"You didn't let me finish," Peter interjects. "There was a fire, a bank robbery, a mugging, and... I wanted to get you these." He pulls a bouquet of flowers out of his backpack, extending them out to his girlfriend.

"Peter... you didn't have to do this," she smiles, talking the flowers out of his hands. "I love them."

"Good," he grins. "'Cause those were _reeeeaaally _expensive. The cashier didn't even give me a Spidey discount!"

"Poor you," she mocks.

Peter looks over to his girlfriend, staring at her stunning features illuminated by the moonlight. "Yeah, poor me."

"So, uh... you sure you're ready for this?" Peter asks, changing the subject. "The swinging's a little fast."

"I like it fast," Ava says, wrapping her arms around Peter's waist.

Peter and Ava swing away from the Helicarrier into the dark night, leaving all of their troubles and worries behind. For once, they don't have to worry about super villains or S.H.I.E.L.D. missions. For once, they can act like regular teenagers.

* * *

><p>"So, was your dad Cat Man or something?"<p>

Agent Venom and Black Cat sit atop an old building in the middle of New York, overlooking busy traffic and people hurriedly making their way across the street.

"No," she laughs. "But he was a cat burglar. Close enough, I guess."

"I'm not like him though," she adds silently. "I won't get caught. Not now, and not when I bust him outta prison."

"Not when _we _bust him outta prison," he corrects.

"Right. We're a team now," she smiles, sitting up with a yawn. "It's getting late. I should go."

"Wait! How will I find you tomorrow?"

"We'll meet here," Black Cat says, turning towards the edge of the building.

"That's fine with me."

"Hey... I know that you want to be a superhero," Black Cat starts, turning to her teammate. "Nick Fury offered you a chance to join S.H.I.E.L.D..."

"Yeah..."

"And you stayed with me."

"Yeah."

"Thanks," is all Black Cat says as she swings away from the building, leaving Agent Venom to his own thoughts.

_Maybe I did make the right choice, _he smiles.

* * *

><p>"You teamed up with Black Cat?! And who the heck is Agent Venom?" Peter exclaims.<p>

Peter and Ava sit atop a web net situated between two buildings, their legs dangling off the edge. They overlook New York City, sitting shoulder to shoulder.

"Y'know, I think I'm warming up to Black Cat," Ava responds. "I _think._ And we don't know who Agent Venom is, but Director Fury knows for sure."

"_Weeelll, _while you were busy doing some superhero bonding, I was busy trying not to get killed!" Peter exclaims, throwing his hands up in the air. "Plus, I met this _really _lame villain. Like, Shocker-level lame."

"Must be a Tuesday," Ava grins.

The two teens get lost in conversation when they quiet down for a few moments, looking down at the city's bright lights.

"I've never been up here at night like this..." Ava comments, looking down at the city. "It's beautiful."

"Yep. Almost makes me forget that this webbing dissolves and we could plunge to our deaths at any minute," Peter grins.

"You're such a romantic," she laughs, punching him in the shoulder.

"Can't help it."

Peter opens his mouth to say more when he feels a tingling sensation in his brain, interrupting him.

"Aww geez, spidey-sense..." he sighs, facepalming. "Three, two, one..."

An array of police cars break out onto the street, following a stolen truck at breakneck speeds. The truck zooms past the couple's location, its skidding tires echoing through the night.

"We should go stop them," Ava says, rising from the web.

"But come on! Date!" Peter exclaims, gesturing to the web net.

"Well, we can't _ignore _them."

"I guess we could turn this into a superhero date," he sighs.

"What? You mean a super date?" Ava asks.

"Sure. A super date. I bet we're the first ones to do this, y'know," Peter grins. "And I bet I'm the first Avenger to do it too."

"An Avenger?! Where?!" Ava exclaims, looking around in mock shock.

"_Haha_," Peter deadpans, rolling his eyes. "Shall we?"

"Let's do this."

Spider-Man and White Tiger jump off of the building together, after changing into their superhero suits. White Tiger swings along with Spider-Man, en route to the bank.

Spider-Man frowns behind the mask, disappointed that he didn't get to finish his date with Ava. After a few seconds he smiles, knowing that he at least gets time to spend time with her now. If they couldn't be regular teenagers together, at least they could be superheroes together.

* * *

><p><strong>AN:** Okay, so this chapter came out a biiiit longer than usual, haha. But it's okay, the longer, the better, right :)? I hope you guys enjoyed the chapter, I had a lot of fun writing it! This concludes the 'Itsy Bitsy Spyder' storyline, and I think you'll all enjoy what's coming next ;). This is off topic, but I watched Captain America 2 a couple days ago, and it was amazing! Now all I have to do is not so patiently wait for TASM 2, X-Men, and Guardians of the Galaxy, haha.

Onto reviews:

**sport21: **I'm glad you're liking their rivalry! It's really fun to write :).

**ArianandXaia: **That's what a lot of people have told me! Haha, I actually kinda got bored with it during the middle, so I moved on to another book. Now I'm reading The Death Cure by James Dashner, but I'll probably go back to Allegiant once I'm finished. Thanks for your review! And I watched the Winter Soldier too, it was amazing!

**latinoheat151:** Who knows? Maybe Hydro-Man might show up ;). As for the Punisher, I don't really know that much about him, but I'll see what I can do! And yes, I did watch the movie, and both of the after credits scenes were awesome! I can't wait for Avengers 2 :).

**DigimonDJ:** Hopefully not! But we'll just have to wait and see, won't we ;)?

**Welcome to the New: **Thanks for the review :)! And yes, Deadpool is awesome, haha! I almost did the same thing when she appeared on screen, same with Sam, I love the both of them! If they made a Black Widow movie, I would be sosososososo happy!

**OMAC001:** Well, now you get to see! :)

**ilikehats2: **You guessed right, haha.

**thewriterstory: **Thank you! As for that, we'll just have to wait and see ;).

**DaEpicNinja: **You know, I've never actually thought of that, haha. That would solve so many problems in the comics.

**nicoandleoaremine:** Thanks for both reviews! And don't worry, I'd never abandon this story :).

**Destiel4Ever:** Thanks for the review! By the way, I love your name, haha. As for my age, I'm 15!

**hello beauty:** Wow, thanks! That really means a lot to me :).

**-ThatOneGirl32**


	20. True Colours, Part 1

"Spider-Man burns down Oscorp building!" Jameson exclaims, raising an eyebrow. "Whaddya think, kids? I think it'll make a great front page headline."

Peter Parker and Mary Jane Watson stand in the office of J. Jonah Jameson, publisher of the Daily Bugle. He rolls his eyes at Jameson who stares at the pictures from the day before, once again interpreting Spider-Man as a villain.

"Uh, all due respect sir, I don't think that's a-" Peter starts, a scowl on his face.

"All due respect Parker, I DON'T CARE!" Jameson yells, cutting the teen off abruptly. "Watson! Whaddya think?"

"Well, sir," Mary Jane starts, walking up to her boss's desk with a huge smile on her face. "I have to agree with Peter. I don't think that's a suitable headline. But-"

"Ah, what do you kids know anyway?! Scram!" Jameson dismisses with the wave of his hand, anger evident in his tone.

"Wait! You didn't let me finish," the redhead continues. "In these pictures, Spider-Man is _obviously _trying to help! So a headline like that wouldn't make sense."

"That's _exactly _what I was saying," Peter grins.

The teen clears his throat when he receives a hard glare from Jameson, unpleased by his words.

"Uh, continue, MJ," Peter says.

"If you can't come up with a better headline – which I'm sure you can," Mary Jane continues, trying not to make Jameson angrier. "I have something _better _than Spider-Man," she adds, taking a plastic bag out of her jacket pocket.

"_Better than Spider-Man?_" Peter and Jameson ask in unison, confusion evident in their tone.

"Yup!" Mary Jane says, taking photographs out of the plastic bag and laying them on Jameson's desk. "This is Agent Venom. I think he's a new superhero. I managed to get some pictures of him so I could show you."

"Huh..." Jameson chomps down harder on his cigar as he examines the photos, his brows furrowed. "You get me some decent info about him, _maybe _I'll consider it. _Maybe,_" he proposes. "Now get out of my office, both of you! I've got work to do!" he yells, shoving the two teens out of the office with a loud slam of the door.

After receiving his paycheck from Betty Brant, Peter and Mary Jane make their way outside of the building and onto the streets, on their way to school.

"So, what do you think, Pete? Does Agent Venom go to our school?" Mary Jane asks, holding her books to her stomach. "Do you think he knows Spider-Man?"

"Well... probably not," Peter says. At least it was the truth for once. "Maybe he does go to our school. Do you think he's _that _interesting?"

"Of _course _I do!" the redhead exclaims, turning to face Peter. "He's new. Plus, he could take all the negativity off of Spidey for a while. I think he'd like that."

"Oh, he _would_," Peter grins. "Trust me."

"Plus, I want to know his motive. Last time Venom appeared, he nearly destroyed the _entire _city. But now, Agent Venom wants to stop crime, and I want to find out why."

"Yeah..." Peter agrees, his brows furrowed. "Me too."

* * *

><p>"Who cares if you miss <em>one <em>day of school?" Black Cat sighs, rolling her eyes.

Black Cat and Agent Venom sit atop the building they agreed to meet at the previous day, the latter with his backpack draped over his shoulders.

"_I _care!" he exclaims. "As if I wasn't in enough trouble with Mr. Bendis for skipping class... I can't skip anymore, or I'll be booted off the football team."

"Football team?" Black Cat inquires. "You play football, huh?"

"Yeah, why?" he asks, confusion evident in his tone.

"Oh, no reason..." she replies, a mischievous grin flashing across her face. "Hey, do you know Peter Parker by any chance? You go to the same school, right? Is _he _on the football team?"

"That Parker nerd?" Agent Venom laughs. "Yeah right, like he'd have a chance- oops!" He stops mid-sentence, covering his mouth. "That was mean, wasn't it? Sorry, I'm trying to be nicer."

"'Parker nerd,'?" she grins. "Holy crap. I know who you are!"

"Uhh... what?"

"You're Flash Thompson, aren't you?" she asks, laughing when Agent Venom looks down at the ground. "You are! Y'know, I only went to that school for about a week, but I'd recognize you _anywhere. _I can't believe I didn't notice earlier!"

"...Was it _that _obvious?" he asks, cringing.

"Nah, don't worry," she smiles. "I'm just a genius." She stands in front of her teammate, taking her mask off of her face. "Felicia Hardy, by the way."

Agent Venom stands next to her, the symbiote moving in a way that exposes his face. "Flash Thompson," he says begrudgingly.

"Oh, don't worry," Felicia smiles, patting his back. "I won't tell _anyone. _I'm good at keeping secrets. By the way, you should get ready for school, _Flash Thompson. _Since you care so much about being late."

"Could you stop calling me that? _Please?_" he asks. "I'm in superhero mode now."

"Why? It's your name," she says, laughing when Flash groans.

"Oh, this is gonna be _fun_," she grins.

* * *

><p>"Hey Harry!" Peter exclaims, walking up to his best friend who stands at his locker.<p>

Harry slams his locker door shut, walking down the hallway in the opposite direction of Peter. Peter frowns, running to catch up to him.

"Harry, what's wrong?"

"'What's wrong?' Dude, you totally blew me off yesterday! And we didn't even finish our project for third," Harry replies, anger evident in his tone.

"Harry, it's fine, it's not due until-"

"I don't care about that, Peter! I don't mind getting blown off by Flash, but you're my _best friend!_" Harry exclaims. "And you _always _do this. _Always. _Where do you go?"

"I... It's complicated," Peter sighs.

"Yeah, of course it is," Harry scowls.

"Listen Harry, I'm sorry," Peter says, putting his hand on his friend's shoulder. "I know you're mad, and you have every right to be. I wish I could tell you but I just... can't. Could we talk about this in the cafeteria?"

"Yeah, I guess we-"

"Peter Parker, please report to Principal Coulson's office _immediately_," Coulson's voice booms over the PA. "That's Peter Parker to Principal Coulson's office."

_Great timing, _Peter sighs sarcastically.

"Just go." Harry turns away from Peter, walking down the hallway to the cafeteria. "I'll see you in third. _If _you come back."

_Okay, that talk did NOT go well, _Peter sighs, watching his best friend walk away from him. _Hopefully I'll be back in time to make it up to him. I wonder what the Avengers want this time..._

* * *

><p>Mary Jane scours the cafeteria for signs of her friends, but smiles when her eyes land on somebody more interesting – Flash. She notices that instead of sitting with his friends, he sits alone with his head on the table. The redhead walks over to him, carrying her lunch in her hands.<p>

"Hey Flash!"

"Huh? Oh... hey MJ," he tiredly replies, moving over to make room for her.

"You look tired," she notices, putting a forkful of salad into her mouth.

"Yeah, I was busy yesterday," he yawns. _Understatement of the year, _he sighs.

"Oh? Y'know, Harry told me you were supposed to meet with him and Peter for a project yesterday," she says.

"Oh crap!" he exclaims, sitting up straight. "That was yesterday," he groans.

"Don't worry about it," she smiles. "I'm sure he'll get over it. Let's get back to talking about _you_. Is something wrong?"

"Uh, no... Why do you ask?" he replies, his eyes widening.

"No reason," she lies, staring back down at her food.

"Well, uh, I should go," Flash says, getting up from his seat. "I have practice."

"Alright," she smiles. "Talk to you later."

Mary Jane watches as Flash leaves the cafeteria, a slight frown on her face. She narrows her eyes when she spots his all black shoes, noticing a small black patch on the back of his pants leg. The girl shakes the thought off, going back to eat her food.

_He's definitely hiding something from me, _she thinks, her frown disappearing into a smile. _And I'm gonna figure out what it is._

* * *

><p>"So, what's up?" Peter asks, hanging upside down from the ceiling. "Heh. Get it?"<p>

Peter watches as his teammates, look at him from the main floor of the Avengers Tower, each seated at the table. The Avengers laugh at his odd behaviour, only Steve with a frown on his face.

"Don't encourage him," Steve says, a slight smile creeping across his lips. "Peter, could you please come down here and sit with us like a normal person?" Steve asks, rolling his eyes.

Peter does a flip off of the ceiling, landing directly into his seat. "Why'd you guys call me over here?"

"Oh, y'know, just so we could sit around and have a tea party," Clint says with the roll of his eyes.

"Really? I thought that was what you did on your own time," Peter retorts.

"That's enough, you two," Steve interrupts, holding up his hand. "We have much more important things to discuss today. First order of business, Smythe."

Steve grabs a device from the center of the table, turning it on with the push of a button. A small holographic image of the Oscorp building appears, its charred sides visible in the daylight.

"Smythe supposedly says that 'somebody else' started the fire at Oscorp," Steve continues. "But we know that's not true."

"Because he's a dirty liar," Sam chimes in with a smirk.

"Thank you for that, Sam," Steve sighs. "Adding on to that, with some research, we weren't able to find any enemies of Smythe that would be capable of pulling such a stunt."

"Steve's right," Natasha interrupts. "Mysterio probably holds a grudge against Smythe, but there's no way he could've started the fire, with him being in jail."

"So now we can logically come to the conclusion that Smythe started the fire himself as a way to throw us off his trail," Steve continues. "And he set up base somewhere else. We don't know exactly where."

"Well, that's good and all but what exactly does that have to do with _me?_" Peter asks. "I thought we knew all of this already."

"You're right, kiddo." Tony takes the electronic device out of Steve's hand, and presses another button, revealing a holographic image of John Jameson. "This is what it has to do with you."

"You remember John Jameson, right?" Tony asks, waiting for a nod from the teen before continuing. "Good. Because he's one of our witnesses. And so are you. You saw his creations in Oscorp even if you were in your Spider-Man attire at the time – doesn't matter," he explains. "It was still you, unless you have a clone we don't know about," he adds with a smirk.

"Uh, nope," Peter answers, rubbing the back of his head. _At least I don't think so... _

"Good. If we _do _find Smythe's base, you along with John should be all we need to bust him for good," Tony continues.

"Awesome!" Peter exclaims. "Uh, if we do bust Smythe... what would happen after that?"

"Well," Bruce says. "Oscorp would probably have to be shut down for a while."

_Oscorp will be shut down for a while? _Peter instantly frowns, looking down at the ground. _What about Harry? _

"Something wrong, kiddo?" Tony asks, noticing his demeanor.

"Uh, no!" he lies, a bright smile flashing across his face. "You said that was the first order of business – anything else I need to know?"

"Yes. We have a problem," Natasha starts.

"You _just _noticed that?" Clint asks with a grin, but stops when his teammates glare at him. "Sorry. Continue."

"Peter, I'm sure you've interacted with the Fantastic Four before, right?" Natasha asks, reaching for the electronic device in Tony's hands.

"Well, kinda... I've only met the Thing. Well, we didn't really _meet, _we were kinda fighting because I was trapped in the Hulk's body and-"

Peter stops when he realizes his teammates are staring at him, confusion evident on their faces.

"It's a long story," Bruce nervously chuckles. "As you were saying, Nat?"

"The Fantastic Four is comprised of Jonathon Storm, Susan Storm, Reed Richards, and Ben Grimm." She pushes a button on the device, allowing a holographic image of the team to pop up in the air. "Lately, they've been acting... erratic. Ignoring cries for help, crime, and our calls. Reed even locked down the Baxter building. We couldn't get in because the controls were too advanced, even for Tony."

Tony slumps back in his seat with a scowl on his face, clearly annoyed by the fact he couldn't get into the building.

"Adding on to that," Steve starts. "There have been rumours that they've been spotted stealing money from banks. It's like the team did a complete 180."

"Are we sure this is the _real_ Fantastic Four?" Peter asks. "It's not a trick or anything? Y'know, it could be clones. Or aliens _pretending _to be the Fantastic Four."

"Aye, yes!" Thor exclaims. "This could be the work of Skrulls!"

Tony straightens in his seat, clearing his throat. "Actually, no. I would've noticed. Especially after our _last _incident with the Skrulls."

Tony shoots a look at the rest of the Avengers, to which they all shudder. "You had to be there," Tony says, noticing Peter and Sam's confused expressions.

"So what," Clint starts. "The Fantastic Four just decided to become the 'Dark Avengers' all of a sudden?" he asks.

"Dark Avengers, huh?" Sam says, a smirk on his face. "Catchy."

"Well, whatever the reason," Bruce interrupts. "We need to keep an eye out for anything suspicious."

"I'll keep an eye out," Peter starts, rising from his seat. "But I don't buy it."

"Neither do I, Peter," Steve replies. "They're good people. But as of right now, they're putting the city in danger, and we have to stop it."

"Is there somewhere you need to be, Pete?" Tony asks.

"Uh, yeah, actually," Peter starts, scratching the back of his head. "I have a... uh... super secret spy mission, so I have to leave no-"

"Going grocery shopping with your Aunt?"

"...Yes."

"Have fun," Tony grins, gaining a laugh from the other Avengers.

Steve dismisses the Avengers from their meeting, allowing Peter to put on his Spider-Man suit to swing across the city to meet Aunt May.

_Man, there is just too much weird in my life, _he thinks as he swings across the city. _I thought the Fantastic Four were the good guys. I mean, we've got Invisible Woman, Mr. Fantastic, Flame Brain, and the Thing – when he's not punching me, at least._

_So why are they doing this? Why now?_

The masked teen does a flip in the air, letting out an exasperated sigh as he shoots out another web before he hits the ground.

_And if that wasn't exhausting enough, now I could potentially be the reason my best friend gets booted out of his house..._

_I guess my life just gets more and more complicated each day, huh?_

* * *

><p>"Uh, MJ? I don't think this is the way to the movies."<p>

Harry and Mary Jane make their way across a long trail near the edge of the city, their shoes crunching leaves and branches with every step. Mary Jane holds her camera in her hands, the strap blowing freely in the wind, while Harry follows closely behind her.

"I know," she whispers. "Shh!"

"Why are we even here then?" Harry asks, worry evident in his tone. "I think we should go back."

"We can't go back now!" she replies. "We're too close."

"Close to what?!" he exclaims, exasperated. "I don't even know where we are!"

"We're here!" Mary Jane smiles, pointing to a warehouse nearby.

"And where exactly is he- woah." Harry's eyes widen when he spots the warehouse Mary Jane points at, his mouth agape. "Uh, we can't be here."

Harry watches as four super villains walk inside and outside of the warehouse, sinister grins on their faces. He recognizes them from a news report he watched, and remembers when they _wrecked _the city, just for the sake of wrecking it. New Yorkers hates them, and with good reason.

The team known as the _Wrecking Crew _stand idly inside and outside of the warehouse, Wrecker and Bulldozer patrolling the area, while Thunderball and Piledriver sit inside at a table.

"Why not?" Mary Jane asks, snapping pictures of the super villain team. "I think it'll impress Jameson. If I can't find Agent Venom, I might as well find somebody else to take all the spotlight off Spidey."

"But why do you need _me _here?" Harry asks. "How did you even find this place?"

"Well, just in case I get into any trouble," she smirks, earning a groan from the boy. "And a reporter _never_ reveals her secrets."

"Fine," Harry sighs, sitting down on the muddy ground. "Just hurry so we can get outta here. This place gives me the creeps."

After a few minutes, Mary Jane sits next to Harry on the ground, a huge smile on her face.

"I think I got everything," she says. The two teens remain silent for a moment as they take in their surroundings, the cool breeze blowing leaves in the air.

"I miss when we could do this... y'know, the three of us," Mary Jane says, turning to Harry. "I invited Peter too, but he said he had to help Aunt May with the groceries."

"Yeah, of course..." Harry mumbles, looking down at his shoes.

Mary Jane rises to begin their walk back to the city when she hesitates, noticing the slight tension in Harry's voice.

"Uh, Harry, is something going on between you and Peter?" she asks, extending a hand to help him up off the ground.

"Oh, no. _Nothing _at all," Harry sighs, grabbing her hand and getting up from the ground. "Thanks for asking though. At least I can count on you."

Mary Jane frowns, noticing the slightly icy atmosphere. _Maybe I shouldn't bring Peter up for a while, _she thinks. "Okay, we should go now, it's gonna get dark-"

The redhead's eyes widen when she focuses her eyes on something _much _more interesting, just off to the side of the warehouse.

"What? What's wrong?" Harry asks.

"Look!" Mary Jane exclaims, ducking. "It's Flash and Felicia. Remember her? That girl who came to school and then disappeared?"

Flash and Felicia sit together on a pier on the other side of the warehouse, out of sight of the Wrecking Crew.

"Uh... Mary Jane?" Harry asks.

"I didn't know Flash and Felicia were friends," she interrupts, confusion in her tone.

"Uh... MJ?" he repeats.

"Maybe we should go say hi."

"Yeah, I don't think that would be the best idea..." Harry says nervously, stepping away from Mary Jane.

"Why not?"

"They saw us!" Harry points in the direction of the Wrecking Crew, all four members now outside of the warehouse. They walk closer and closer to Mary Jane and Harry, weapons in their hands and menacing grins spread across their faces.

"Boys, you know what time it is?" Wrecker asks, punching his crowbar into the palm of his hand with every step.

"It's wrecking time_._"

* * *

><p>"Peter, are you sure you're okay with <em>all <em>of the bags?"

May Parker watches her nephew with worry as he makes his way out of the supermarket, arms full of grocery bags.

"Yeah, yeah, I'm fine Aunt May! I've been eating my vegetables," Peter grins. _Plus, y'know, having super strength helps._

"Well, alright," she replies, a smile on her face.

The two continue to walk home on the streets of New York, when May stops in front of a bank, taking out her purse.

"Oh! Peter, I nearly forgot. I have to go to the bank to make a quick transaction," she says. "It'll only take a few minutes."

"That's fine with me," Peter replies.

Peter and May make their way into the bank, only to be greeted with an abundant amount of people crowded in the center of the room. The teen watches with confusion as the screaming crowd pulls out their phones, videotaping or taking pictures of the figure that walks by.

_What's going on over there?_

"Uh, Aunt May, I'll be back in a sec," he says, placing the groceries on the ground where Aunt May stands. "I should probably take some photos of whatever's happening over there. Y'know, for the Bugle," he lies in order to not worry her.

"Okay, Peter."

Peter makes his way to the crowd, only to be blocked by a group of people trying to see better.

_There's no way I'm gonna get over there, unless... _Peter looks over one shoulder and over the other, making sure nobody has their eyes on him. With immense agility, he leaps over the heads on the citizens, landing on the other side of the crowd.

_And he sticks the landing! _Peter grins as he finds an opening in the crowd, his eyes widening when he see what people are getting excited about.

_Johnny Storm? _he wonders, watching Johnny make his way to the front of the bank. _Of course, _he sighs. _If only Spidey could get recognition like that... _

'Johnny, have you heard the rumours about the Fantastic Four?'

'Will you marry me?!'

'Johnny, can you comment on the malicious activity of the Fantastic Four?'

Peter can hear all sorts of commotion as he makes his way through the crowd to the front of the bank, closely following Johnny. The blonde-haired boy waves the civilians off, and they part, going in different directions. He watches as Johnny walks up to the front desk, flashing a smile as he greets the clerk.

_Cap said to keep an eye out for any members of the team, _Peter remembers. _So I'd better see what matchstick over here is about to do..._

The brown-haired boy's eyes widen as he watches Johnny pull a gun out of his jacket pocket, the smile on his face instantly disappearing. The clerk's expression changes to one of fear as he silently pulls out money from behind the desk, to not draw any attention to Johnny.

_Okay, that's not friendly at all, _Peter thinks, a grimace appearing on his face. _I need to find a way to get everybody's attention on him..._

"Hey!" Peter exclaims, loud enough for everybody in the bank to hear. "What's he doing?"

Loud gasps of exclamation can be heard as Johnny spins around, an angered expression on his face. At the sight of the gun in his hands, citizens run into a panic, fleeing for the bank doors. May watches her nephew with worry as Johnny walks towards him, his gun slowly rising to meet Peter's body.

"You didn't have to get involved in this, kid," Johnny frowns, aiming up his gun to Peter's chest.

_Well, this is weird. First of all, Johnny Storm doesn't use guns. Why doesn't he just flame on? _Peter wonders as he raises his hands slowly into the air. _And second... how am I gonna get out of this one?_

"Stay away from him!" Peter's head snaps around as he hears his Aunt May's voice emit from the corner of the room, a confused look appearing on his face. May stands on top of the front counter, a lighter in her hands as she holds it up to the fire sprinkler on the ceiling. After a few seconds, water rains down on the room, sending civilians into a panic, and giving Peter _just _enough time to change.

_Heh. Water. Nice one Aunt May. _Peter grins as he makes his way out of the bank, changing into his classic red and blue suit.

"Nobody move!" Johnny yells, firing three gunshots into the ceiling, stopping all fleeing people in their tracks. He turns to May, who watches him from the ground of the bank floor. "Now, you... you think this is funny?" he asks, gesturing to the pouring water above him. "You shouldn't have done that." He points the gun at May, his finger on the trigger.

"Woah, woah, woah!" Spider-Man exclaims, using his webs flying in through the window of the bank. "Now, now, there's no need to get _heated,_" he says as he kicks Johnny with full force with his legs. The blonde-haired boy goes flying back into the wall, creating a large dent in it. "Heh. See what I did there?"

Johnny slowly rises from the ground, groaning as he does so. He looks to the masked teen slowly coming his way, and the civilians fleeing outside of the bank. _That stupid bug... _he grimaces.

"Man, would you _believe _the weather we're having? Kinda makes it hard to flame on, doesn't it?" Spider-Man asks with a grin, noticing the frown on Johnny's face.

Spider-Man's eyes widen as he watches Johnny sprint outside of the bank, in a desperate attempt to get away from the masked teen.

"Well, that wasn't very _fantastic,_" Spider-Man quips as he swings outside the bank, in pursuit of the fleeing blonde-haired boy. "Man, I am just _killing _it with the quips today."

He raises his communicator to his wrist, alerting his teammates of his situation. "Avengers? I found Matchstick, and I'm in pursuit."

* * *

><p>"We should be ready to go to the prison in a couple of days," Felicia says, throwing a rock into the ocean below the pier.<p>

Flash and Felicia sit together on the pier outside of the Wrecking Crew's hideout, unaware of their presence.

"You ready?" Flash asks.

"Me? I was _born _ready," Felicia grins. "It's you who I'm worried about."

"Come on, I'm Flash Thompson! If I can make the football team, I can- woah!" he exclaims, clutching his head.

"What is it?"

"My, uh, danger-sense is going crazy," Flash explains.

"Why? I don't see anything that would make it do that..." Felicia says, looking for any signs of danger.

The two teen's eyes widen when they spot the Wrecking Crew not too far ahead, chasing the running forms of Mary Jane and Harry.

"Well, that would do it."

"Holy crap! We need to stop them!" Flash exclaims, rising from his position.

"Did you see the _size _of that guy?! I'd rather not get involved," Felicia scowls, turning and walking in the opposite direction.

"No! We can't leave! I see MJ! We need to help." The symbiote exposes itself, covering Flash completely in his Agent Venom suit.

"You know, sometimes I hate you," Felicia sighs as she changes into her suit.

_Meanwhile..._

"Remind me to _never _go anywhere with you again!" Harry exclaims, running as fast as he can to escape his pursuers.

Mary Jane runs by his side, her breathing heavy. "Well, how many times can you say that you got chased by the Wrecking Crew?"

"It's not like I ever wanted to say those words in the first place!" Harry yells as he runs with Mary Jane, deeper and deeper into the forest.

"They're slowing down," Mary Jane notices, turning back to look at the Wrecking Crew. "If we keep this pace up for a couple of minutes, we might be able to-" Her comment is interrupted as she trips over a large log, sending her flying into the muddy ground.

"MJ!" Harry exclaims.

"Look what we have here, boys," Wrecker grins, "Two kids. What do you suppose we do with them?" He pulls Mary Jane up by her arm, in a tight grip.

"Let go of me!" Mary Jane exclaims, kicking the Wrecker in a _very _painful area.

"You listen here, girl. We don't take unwanted guests very lightly," he scowls, tightening his grip on her arm.

"Yeah, cause trying to kill teenagers is _so _much better, right?" a feminine voice calls out from the air.

Mary Jane looks up to see the swinging forms of Black Cat and Agent Venom in the air, a large grin appearing on her face. She gasps as Agent Venom picks her and Harry up from the ground, swinging them both off to an area away from the Wrecking Crew.

"Agent Venom!" she exclaims. "You came!"

"'Agent Venom?'" Harry asks, a frown appearing on his face. _His _encounters with Venom usually turned out to be bad.

"Uh, it's not safe for you guys here," Agent Venom says. "I'll swing you guys back to the city."

"There's no way I'm going back!" Mary Jane exclaims, taking out her camera. "I came here to take pictures, and I'm not scared of them."

"Well, I guess I'm not going back in MJ isn't going back either," Harry sighs, standing beside her.

_Can't they just run away like normal people? _Agent Venom inwardly groans. "Fine! But you need to stay _here. _Don't move. I'll tell you when it's safe to come over." He shoots

"Wait!" Mary Jane exclaims, grabbing his arm. "Do I... do I know you? Your voice sounds familiar.

"Uh... _no_," Agent Venom replies, deepening his voice. He yanks down on his web, sending him high into the air.

Mary Jane watches with a frown on her face as Agent Venom swings away to meet Black Cat.

"I _swear_... I know him."

* * *

><p>Johnny leads Spider-Man to an abandoned alley far from the bank, stopping once he finds a blocked off pathway.<p>

"What is this place? Is this where you go to cry after you've lost a battle?" Spider-Man asks, swinging in the air and doing a front flip to land in front of Johnny. "Listen, my Avenger buddies are gonna be here any second now, so it'd probably be best to just give up now."

Spider-Man grins as Johnny raises his fists, assuming a defensive position.

"No? That's fine. I have a _loooot _more quips I wanted to tell you."

Spider-Man ducks as Johnny winds up to punch him, using his webs to jump onto the side of the wall.

"So, what happened? Did you get booted off the Fantastic Four?" Spider-Man asks as he kicks Johnny in the stomach. "Lemme guess. They replaced you with Doctor Doom?"

Spider-Man winds his arm back, punching Johnny in the face, sending him flying back into the wall. And for a second, the masked teen swears he can see the flash of a white mask under Johnny's face as he lands. He lowers his arm, a confused expression on his face.

_What the... _"Who are you?" Spider-Man asks, stopping his attacks. "Because there's no way _you're _Johnny Storm."

"Well, Spider, aren't you an intelligent one?" Johnny begins to clap, a humongous grin flashing across his face. He rises from the floor, rubbing the newly-formed bruise on his face. "It's a shame. I was beginning to enjoy this face."

"...Huh?" _Okay. I am seriously confused._

Johnny grabs the edge of the skin on his neck, slowly peeling it back to reveal the face of a featureless man, the only distinct features being his eyes and mouth. His lips curl back into a sly grin, obviously enjoying the masked teen's shock.

"Uh, you friends with Red Skull by any chance?" Spider-Man asks with nervous laughter.

"You weren't supposed to get involved," the man says, stepping closer and closer to Spider-Man.

"So, you take the identities of other people, huh?" Spider-Man asks, raising his fists. "What are you, the Chameleon?"

"Why," Chameleon grins. "Yes. What a lucky guess. However, _you_ will not be so lucky..." he reaches for an aerosol can in his pocket, spraying it directly in Spider-Man's face.

"Geez, dude! If you wanted to sell me your perfume, you could've asked! No need to steal somebody's identity," Spider-Man asks, coughing as he waves away the cloud of gas.

"It's not a perfume, menace," Chameleon says, his mouth turning into a scowl. "It's a sleeping agent. Sweet dreams, bug."

"Hey! Spiders are not- ...are not... Y'know... if I wasn't so tried right now... I'd probably finish my quip," Spider-Man manages to say before collapsing in a heap on the ground.

Chameleon puts the can of aerosol back into his pocket, a satisfied look on his face. He picks up the mask of Johnny he used, looking over to the unconscious form of Spider-Man on the ground.

"Hmm... I suppose a spider wouldn't hurt my collection."

* * *

><p><strong>AN: **Yay for the 20th chapter! I can't believe I've already gotten this far, thank you all for your support :)! Now, I hope you guys enjoyed the chapter! Next chapter, we will see the introduction of a very _fantastic _team, if you get what I mean ;).

Onto reviews:

**latinoheat151: **Ooh, that is a very interesting idea, and it would cause a lot of conflict. Who knows, maybe I will use it. ;)

**sport21: **Thanks!

**thewriterstory: **I'm glad you enjoyed the date anyways, haha! This chapter should answer most of your questions.

**ArianandXaia:** Yeah, I did see the last two episodes! I don't watch AoS regularly though, to be honest I just watched in for the Cap 2 tie ins, haha. And I'm glad you enjoyed those bits from the chapter! Have you been following the filming of Avengers 2? Robert Downey Jr has been posting some really funny pics from the set, I think you'd enjoy them :).

**Welcome to the New: **Yeah, there really is a villain named Spot in the comics, haha. Mainly all anybody does when he shows up is make fun of his name, so naturally that's what Spidey did too. I watched Cap 2 with my friends, and when we saw the necklace, we all squealed, haha! This year is a really good year for movies :).

**ilikehats2: **Oh, I'm not _that _cruel ;). This chapter should answer your question about what he forgot.

**Silentman87:** You know, I actually read a comic like that recently, and I was thinking about doing a chapter based around Uncle Ben! We'll just have to wait and see :).**  
><strong>

**Prosp88:** Thank you! :)

**Heavens Hellfire: **I'm glad you enjoyed that part :)

**aly rose: **Woah, thanks! I'm glad you enjoyed the first chapter, haha.

**-ThatOneGirl32**


	21. True Colours, Part 2

"Wotta revoltin' development this is."

Ben Grimm, Johnny Storm, Reed Richards and Sue Storm sit inside a dirty jail cell, the air dark and cold. Johnny lights a fire with his fingers, allowing the team to stay warm and giving them the ability to see. Sue sits with her arm around Reed, who listens as Ben punches the cell bars but to no avail, due to the large force field surrounding the cell.

"Oh no Ben, it's not that bad!" Johnny exclaims, throwing his hands up in the air. "It's not like we're trapped here without a way to escape. It's not like we can't contact anybody to come and help us! Oh, wait. Yes it is."

"You're overreacting, Johnny," Sue sighs, rolling her eyes.

"Sue's right," Reed continues. "I'm sure the Avengers have noticed our disappearances. They'll send help. Right now, we need to focus on a way of getting out of here."

"Of course you would side with Sue..." Johnny grumbles, folding his arms.

Sue sighs, shaking her head and turning in Reed's direction. "Reed, is there any way for us to get out of here?"

"Not from my calculations," Reed starts, putting his hand on his chin. "I can't see a thing in here-"

"Yeah? I see a 'Thing' right here," Johnny laughs, poking Ben in the shoulder.

"Oh, shuttup," Ben replies, softly punching Johnny's arm.

"I can't see," Reed repeats. "It would help if Johnny could flame on right now, but as of the moment, the heat-sensors won't allow him to."

"Yeah, too bad I figured that out the _hard_ way," Johnny sighs, shaking droplets of water from his hair.

"Why do we even have'ta be here?" Ben asks. "I get better treatment on Yancy Street!"

"Ben's right," Sue agrees. "I don't understand the Chameleon's motive. Why does he need us here?"

"Maybe he was mad because all the _good_ super villain names were taken," Johnny smirks.

"Nah, Doctor Doom already tried that last week," Reed says with a slight grin on his face. "It's something much more complex than that. Perhaps he stole our identities because rather from working from the outside-in-"

"-He's working from the inside-out," Sue continues. "He's not trying to cause major destruction in the streets by fighting us, but he's stealing our identities, forcing us against the other superheroes. That must mean... he's going to move on to other superhero teams, isn't he?"

"It appears so," Reed sighs. "I have to admit, he's an intelligent man."

"Why don'cha just praise him some more?" Ben sighs. "You guys pipe down, I can hear somebody comin'," he adds, quieting the rest of the team. "Listen."

The distinct sound of footprints can be heard as a mysterious figure makes its way to the cell. His footsteps echo with each step, along with the sound of a body being dragged along with him. Once the figure reaches the cell, he looks down at his prisoners, a wicked smile forming across his face.

"Chameleon." Johnny stands up in the cell, throwing his hands on the force field. "Why are you here? Kidnapping us wasn't enough for you?"

"Don't be so naive, Johnny. I'm not here to torture you," Chameleon grins. "I merely wanted to drop something off for you." He reaches for the light switch on the opposite side of the cell, allowing light to filter into the room.

"Consider that a gift. Along with _this._" Chameleon disables the force field around the cell, throwing a body into the cell. He reactivates the force field before any of the members of the Fantastic Four have time to act, a sinister chuckle escaping from his mouth.

"I'll be off now," he grins. He presses a button in the middle of his chest, allowing his appearance to change completely. The team's eyes widen when they see his new appearance, and Chameleon grins, clearly amused by their reaction. "I have a place to _swing _by."

Chameleon leaves the room, leaving the Fantastic Four alone with New York's only web-spinning arachnid. Sue turns back to the cell floor as she hears movement, a worried expression on her face. Spider-Man softly groans as he opens his eyes, the world blurred around him.

"Uh... hey guys... I'm here to save you," he says sheepishly, looking up at four equally confused faces.

* * *

><p>"So, is that redhead chick your girlfriend?" Black Cat asks, dodging a swing from Wrecker's crowbar.<p>

"Wha- no!" Agent Venom exclaims, webbing up Thunderball's wrecking ball to the ground. "She's just a friend."

"Whatever you _saaay,_" she grins, as she hops over the Wrecker's large form, landing on all fours. "Y'know, I thought you guys would put up more of a challenge. 'Cause as of right now, I'm just _bored_," she taunts, adding a fake yawn.

"You taunting us, girl?!" Piledriver yells, his face red with anger. He charges for Black Cat, his footsteps leaving craters in the ground.

"Wow, you know what that word means?" Black Cat grins, jumping over his body and using her grappling hook to wrap around his legs. "I'm surprised."

"You holding up okay, Agent Venom?" she asks, turning to her teammates. She grins as she watches Agent Venom web Piledriver to the wall, the villain's entire body covered in white goo. "I'm guessing that's a yes."

"So, who's ne- hey!" Black Cat's eyes widen as she feels her body getting picked up off the ground, looking into the eyes of Thunderball as he lifts her in the air. "Hey! Let go of me!" she exclaims, kicking him repeatedly, but he doesn't budge.

Thunderball's sinister grin is turned into a frown when a white substance is thrown onto his face, blinding him. "Hey- what the!" He lets go of Black Cat, angrily tearing at the webbing on his face.

"Y'know, you probably shouldn't leave this lying around," Agent Venom grins, picking his wrecking ball up off the ground. "Because then, people could do _this!_" He swings the wrecking ball directly into Thunderball's body, knocking him into the air and back down to the ground.

"We make an awesome team," Black Cat grins, high-fiving her teammate. "So that's three down... did we forget somebody?"

"You forgot about me." Wrecker steps into view, a menacing grin on his face as he drags his crowbar across the ground.

"Oops, sorry. We were just too busy beating the crap out of your friends here," Black Cat grins. "I'm sure you'll be just as _easy_."

_Meanwhile..._

"Don't you think you have _too many _photos?" Harry groans, slumping against a tall tree.

"You can never have too many photos, Harry!" Mary Jane exclaims, snapping another picture with her camera. "The more pictures, the better."

After a few more shots of the masked teens fighting against the Wrecker, Mary Jane slings her camera over her shoulder, a huge smile on her face.

"I'm done. Now, was that so hard, Harry?" she teases.

"Whatever. Can we go now?" Harry asks, turning back to walk towards the city.

Mary Jane walks in step with Harry when she turns on her heels, her eyes widening.

"Wait! We need to tell Flash and Felicia that-" Mary Jane's eyes widen when she looks over to the pier, only to see nobody there. She turns back to Black Cat and Agent Venom, raising an eyebrow. "You know what, Harry? Before we go, I need to ask them something," she says, narrowing her eyes at the two fighting teens. "Something... _important._"

* * *

><p>"Peter...? Peter?"<p>

May Parker wanders the street around the bank, a worried expression on her face as she searches for her nephew.

_Where did he go? What if he got hurt? _she worries, looking for any sign of Peter.

Her eyes light up when she spots Ava along with the boys, walking across the street. May crosses the street quickly, in hopes of getting some answers from the teenagers.

"Have any of you seen Peter?" May asks, catching their attention.

Ava, Danny, Luke and Sam look from one another to May, each desperately trying to come up with a suitable lie.

"He went to the gym."

"He's at yoga class."

"He's taking pictures of Spider-Man."

"He- uh- he's Spider-Man, I mean he's _with _Spider-Man! He's not Spider-Man, _obviously. _He takes pictures of Spider-Man for the Bugle, so he's just swinging around – with Spider-Man, I-"

Sam stops rambling once he sees the incredulous looks on his teammate's faces, imitating zipping up his mouth and throwing away the key.

Ava steps up to May, putting a hand on her shoulder. "Sorry about that. Peter texted me that he had to take some pictures of Spider-Man for Jameson. He would've told you, but you know how Jameson can be, right?"

May looks down at the ground before looking up at Ava and flashing a small smile. "Yes, I know. What are you kids up to today?"

"We are participating in a common teenage ritual," Danny answers.

"He means we're going to the movies," Luke says with a laugh.

Ava steps off to the side as the boys engage in conversation with May, her communicator vibrating on her wrist. "Fury, this is Ayala. What is it?"

"I need you guys on a mission right now. Looks like the Wrecking Crew has been spotted on the other side of town. Get there. _Now._ Fury, out," Fury turns off his communicator before Ava can protest, a scowl flashing across her face.

"Sorry Aunt May, but we have to go," Ava says, turning to the older woman. "We have a... _project_ to finish." Ava raises her eyebrow at the boys, signalling for them to start changing into their suits.

"Okay," May smiles. "You kids have fun."

May watches as the teens run to the other side of the street, disappearing behind a building. _They're always disappearing. Just like Peter... hmm... _She raises an eyebrow, thinking back to the teenage superheroes trained by S.H.I.E.L.D. White Tiger, Power Man, Iron Fist, Nova...

_They do seem familiar..._ she shakes her head, shaking off the thought. _That would be ridiculous._

* * *

><p>"They sent <em>you<em>?!" Johnny groans, holding his head in his hands. "I was expecting the cavalry! Y'know, the Avengers? Defenders? Power Pack?"

"Uh, for your information," Spider-Man starts, sitting up in a cross-legged position. "I _am _an Avenger, Flame Brain."

"Webhead."

"Matchstick."

"Bug."

"Spiders aren't-"

"_Bug breath. Bug boy. Bug brain._"

"What?!" Spider-Man gasps, raising his fists. "You take that back!"

"That's enough," Sue interrupts, rolling her eyes. "We have _enough _fighting from Ben and Johnny already, we don't need any more," she adds, turning to the masked teen. "Spider-Man, how did you get here?"

"The Avengers ordered me to keep an eye out for you guys. So I followed you-" he points to Johnny. "-uh, I mean, the Chameleon-"

"Of _course_ he would use my face," Johnny grins. "It is the most beautiful."

"Yeah, and the most punchable," Spider-Man sighs, rolling his eyes.

"I can vouch fa' that," Ben grins, fist-bumping Spider-Man.

"Anyways, like I was saying, I followed the Chameleon out of a bank he was trying to rob, but he knocked me out and brought me here," Spider-Man explains.

"So we're back 'ta square one, huh?" Ben sighs.

"Not exactly," Reed says. "Spidey, do you have any equipment with you? A communicator, perhaps?"

"Uh... nope," Spider-Man says, raising his arms. "He took my web shooters _and _my communicator," he sighs. "And he didn't even say please.

"Can't imagine a super villain that would," Sue smiles. "Reed? What were you planning to do with his communicator?"

"I wanted to contact the Avengers to see if they could rescue us," he explains. "But I suppose we'll have to find another way to get out of this place."

The cell remains quiet for a few minutes as the group tries to find a way out of the room, or at least, Ben does. He repeatedly punches the force field in hopes of cracking or destroying it, punching harder with each orange fist, irritated by the lack of change. Sue rests her head on Reed's shoulder, while Johnny stares at Ben, a scowl on his face.

"Could you not do that?" he asks, irritated.

"Sorry Mr. President, am I botherin' ya?" Ben grumbles, punching the force field even louder. "This is what I'm best at."

"More like the _only_ thing you're good at," Johnny sighs, rolling his eyes.

"You want me ta test this out on you, Flame Brain?" Ben asks, turning to the blonde-haired boy with a sinister grin on his face.

"Uh... nope!"

Spider-Man smiles behind his mask, lying down on the cold cell floor. _They're just like my old team... Man, what I wouldn't give to be with them right now. Or y'know, anywhere else._

Reed searches the cell for an idea of escape, but sighs when he doesn't find one. He looks up to the ceiling, a frown on his face, but his eyes widen when he spots something interesting. An air vent. He stands up in the cell, gaining the attention of the others.

"Reed? What is it?" Sue asks, standing beside him.

"A vent." Reed points up to the ceiling, guiding the others' eyes as they look up to the air vent.

"Huh. I guess it really is true nobody looks up," Spider-Man jokes. "I can get up there-"

Reed extends his hand out in the air, interrupting the masked teen. "That won't be necessary, Spidey. I've got it." He stretches his arms upwards towards the ceiling; stopping once they reach the vent. Spider-Man watches in awe as the man uses his stretchy arms to rip the vent from its encasing, his arms returning to normal size once Reed reels them back down to the floor.

"Okay, woah," Spider-Man says, gaining a small chuckle from Reed and Sue.

"Try not to drool all over the place, webhead," Johnny teases as he walks over to Reed. "Why'd you do that for?"

"Because Spidey can fit up there," Reed replies, turning towards the masked teen. "And judging from how this place was built, I suppose that vent leads outside of this cell. Could you climb up there for us?"

"It would be my honour," Spider-Man says, using his stick hands and feet to attach to the wall beside him. He climbs up the wall quickly, looking back down at the Fantastic Four. "Anything to get away from the Flame Brain for a while," he grins before crawling into the air vent.

"I wish I could go with him," Ben grins.

"Shut up," Johnny grumbles, folding his arms.

* * *

><p>Civilains look up and gasp in awe as they watch the red and blue blur swing past them, his speed leaving a gust of wind trailing behind. But little do they know, that swinging figure isn't their resident arachnid.<p>

Chameleon swings through the city as Spider-Man, using the web shooters he stole from the real Spider-Man earlier.

His head snaps around as he hears civilians from the street chanting his name, or rather, Spider-Man's name, some of them even pumping their fists in the air.

_How annoying_, he scowls. _I don't know how he deals with this._

Chameleon puts on a welcoming demeanor, waving down to the fans below on the streets. He drops from his web, landing in front of the crowd of people.

"Spider-Man, help! That man just stole my purse!" a voice rings out from the crowd, drowning out all praise for the webslinger. Chameleon looks to the fleeing criminal, a scowl on his face.

"I don't have time for that," Chameleon says before jumping back into the air and swinging away from the crowd.

"I thought he was the 'friendly' neighbourhood Spider-Man," a man from the crowd frowns. "Didn't look friendly to me."

_I don't care about those people, _Chameleon thinks as he swings quickly towards Avengers Tower. _My main priority is infiltrating Avengers Tower, and I won't let anybody get in my-_

"Oof!" Chameleon grunts as he crashes on top of a building, rolling to the edge.

"Hey, watch where you're going!" he exclaims, getting up from the floor and dusting himself off. He looks up to see the figure that hit him, one he _should _recognize.

"Sorry, I was trying to catch a – Spider-Man?" White Tiger asks, her eyes widening behind her mask. "Uh, what are you doing here? You know your Aunt is-"

"Can't talk now," he says, jumping off of the building.

"Um, okay. Nice talk," she mutters under her breath. _What's his deal?_ White Tiger wonders, raising an eyebrow.

* * *

><p>"Okay, maybe this isn't as easy as I hoped it would be," Black Cat says as she ducks, dodging a swing from Wrecker's crowbar.<p>

The two masked teens frantically dodge the Wrecker's relentless attacks, jumping over him and ducking under his massive crowbar. The two pant with exhaustion, finding this assailant much harder than the rest of his team.

"You guys think you can take me down, huh?!" he exclaims, wildly swinging his crowbar around in the air. "I'll have you know, I took down Thor once!"

"You did?" Black Cat asks, scratching her head. "That's surprising. And _this_ should be as well," she adds with a sly smile.

Agent Venom stands behind the villain, shooting a massive amount of webs at his feet, webbing him to the ground. Wrecker grins and cracks his knuckles, easily stepping out of the webbing and turning towards Agent Venom.

_That wasn't supposed to happen, _Agent Venom gulps.

"Agent Venom, just be careful! I don't want you to get hu-"

Black Cat's eyes widen in surprise when the Wrecker comes charging for her instead, swinging his crowbar furiously at her body. Black Cat jumps in the air, attempting to dodge his attack, but lets out a gasp of pain as his crowbar connects with her leg with full force. She instantly falls to the ground, cradling her leg with her hands.

"Okay, that hurt," she winces, biting back tears. "That really hurt."

"Cat!" Agent Venom exclaims, reaching out for her. His eyes widen behind his mask when his danger-sense goes crazy, alerting him of nearby danger. The teen turns around to see the Wrecker standing before him, his face contorted into a sinister grin.

"You come to my part of the city?" he rumbles, lifting Agent Venom up off the ground by his neck. Wrecker tightens his grip on the teen's neck, watching as he desperately fumbles to be released. "You think you're powerful?" he looks over to Black Cat, who sits on the ground, cradling her leg.

"I'll show you what _true_ power is."

_Meanwhile..._

"Oh no! They're in trouble!" Mary Jane exclaims, pointing to the forms of Black Cat and Agent Venom.

"What are we supposed to do?" Harry asks, a worried expression on his face. "We don't have super powers..."

"That doesn't mean we can't help!" Mary Jane exclaims, turning back to the city and breaking into a full sprint.

"MJ, wait! Where are you going?" Harry asks, running beside her.

"Harry, Oscorp has a delivery business, right?" Mary Jane asks, a mischievous grin creeping across her face. "The kind that uses trucks?"

"Uh, yeah, why...?"

"I have an idea," she grins, taking her driver's license out of her pocket. "But we're gonna have to act fast."

* * *

><p>A loud clang echoes through the room, the shield narrowly missing the Chameleon's red and blue form and sticking into the wall behind him. He dashes away from Steve, still in his Spider-Man attire, using 'his' web shooters to swing around the room.<p>

"Hey! Did I forget to send you a birthday card or something?" Chameleon asks, his voice sounding like a perfect impression of the real Spider-Man. "Geez Cap, all I did was come inside the Tower, you'd think people would have some manners..."

"I've been expecting you. I know it's not Spider-Man in there. His communicator went offline about an hour ago. I want to know where he is, and what you did to him," Steve says, ripping his shield out of the wall. "Just for the record. I've dealt with impersonators in the past. Some good ones, too. It's too bad you aren't one of them."

He throws his shield once more, and Chameleon retaliates by webbing up the shield and sending it right back. Steve catches it with a grunt, the impact sending him skidding back a few feet.

"I thought I was the one who did the witty banter around here!" Chameleon exclaims, keeping up his Spider-Man impersonation, running to the other side of the rom. His eyes widen when an explosive arrow sticks into the wall beside him, the explosion sending him flying.

"No. That would be _me._" Chameleon looks up to see a purple and black form standing before him, the man's bow pointed right at his face.

"Something wrong, 'Spider-Man'?" Hawkeye asks, raising an eyebrow. "Spidey-senses didn't tingle?"

Chameleon panics as he watches the rest of the Avengers enter the room, all suited up and equipped with their gear. He looks to one particular member, an idea forming in his head.

"No, I'm just surprised that you would do that!" Chameleon exclaims, taking the appearance and voice of one Natasha Romanoff.

"Wha... Nat?" Clint puts down his bow slowly, a confused expression on his face. "But you were just-"

Chameleon rises up and kicks Hawkeye in the face, sending him to the floor. "Whose spidey-senses aren't tingling now?" he taunts, sprinting away from the other Avengers.

He watches as the Avengers pursue his fleeing body, looking over his shoulder for a way to escape. He looks to the elevator door, and the stairs on the other side of the room. Ultimately, the imposter decides to go for the window, assuming there must be some level of security in the Tower. Chameleon jumps out of the window, the glass shattering and falling to the ground below.

_I need something, or rather someone to break my fall... _Chameleon closes his eyes, shifting into the only rock-based superhero of the Fantastic Four. He lands on the ground, his large figure sending a resounding **BOOM!**throughout the city. Chameleon looks back to the Avengers Tower in his 'Thing' identity, and makes a sprint for the other side of town, in a desperate attempt to escape the Avengers.

"Aw man..." Iron Man sighs, putting his hands on his hips. "I _just _replaced this."

The Avengers stand before the window of Avengers Tower – or rather, what _used _to be the window before Chameleon jumped out of it.

"And you can replace it again," Captain America says, standing in front of the rest of his team. "Right now, we have much more important issues to handle. Our main priorities – finding Spider-Man and stopping the... the, uh..."

"Chameleon," Natasha continues. "I've done some of research on him. He steals people's identities, whether it be to get money, inside information about a specific organization or group, or y'know, the usual," she explains. "Trying to eliminate superhero teams. Original," she adds with a smirk.

"Well then, what are we waiting for?" Falcon grins, jumping off of the Tower. "Let's go."

* * *

><p>Spider-Man crawls through the air vent on all fours, moving quickly to his destination.<p>

_If vent crawling was an Olympic event, I'd get the gold medal for it, _he thinks as he crawls through the dusty vent. _Can't imagine this vent would win the medal for being clean,_ he frowns, wiping away the various spider webs lining the interior of the vent. _At least I know my people are here. _

The masked teen continues crawling through the air vent, thinking to himself to pass the time.

_So now I have ANOTHER animal themed villain? _he sighs, shaking his head. _At least the Spot was original. Now this is just getting old. I could fit all of those guys into a zoo._

_But the Chameleon is different from the others, with the whole stealing identities shtick. _Spider-Man's eyes widen behind his mask, a horrible realization coming to mind. _Oh man. He took my identity too, didn't he? It's fine though, right? I mean, if he did, the Avengers would notice, right? ...Right? Maybe I should stop talking to myself._

Spider-Man continues his venture through the vent, a smile appearing on his face when he sees a room below through the gray bars. He kicks down the vent door, dropping into the room. The masked teen looks around the room, his jaw dropping at the sight before him. "Now this is just _worse_ than Doc Ock _and _Smythe combined."

Spider-Man turns in a complete 360, his mouth agape as he eyes the various pictures of super humans on the room walls. From Storm to Rocket Raccoon, pictures along with information cover the four walls of the room completely.

"He's been studying our movements, actions, the way we speak..." Spider-Man observes, eyeing each of the superheroes. "I wonder what he said about me."

The teen curiously walks over to his table, stepping on his tippy-toes to read the information gathered. "Young... lame jokes... athletic... He forgot handsome," Spider-Man jokes to himself, turning away from the profile. "And my jokes are _not _lame. At least, not _all_ of them are."

_Alright, let's not get carried away, Pete. You still have a team to save, _the masked teen thinks as he exits the room.

Spider-Man enters the room where the Fantastic Four are held, watching their faces light up as he enters.

"Hey guys! Your knight in shining armour is here to save the day," he grins. Spider-Man disables the force field of the cell, allowing the Fantastic Four to step out freely.

"Oh man, I missed this," Johnny grins, clenching his fists. "FLAME ON!" he exclaims, his body turning into pure fire. He flies around in the air, a huge smile on his face.

"Do you _really_ have to say 'FLAME ON!' every time you do that?" Spider-Man asks, imitating Johnny's voice. "That would be like me saying 'Go web!' every time I shot a web shooter."

"You don't do that?" Johnny asks, lowering himself down to the ground beside Spider-Man. "You're so lame I thought it'd be in your blood."

"Alright boys, that's enough," Reed sighs, using his extended arms to push the two boys away from each other. "Now that we've escaped the jail, we need to find a way to get to Chameleon."

"Yeah!" Ben exclaims, punching a fist into his palm. "I've got something 'ta teach that creep." He marches towards the door when he feels a soft hand on his orange arm, pulling him back.

"Ben, be rational," Sue says, putting her hand on his arm, trying to ease him. "We can't just spring into battle like that."

"Sue's right. Now isn't the best time," Spider-Man says, putting a hand on Ben's rocky shoulder.

"Then when is?" Ben grumbles, folding his arms.

"Like you don't already know," Spider-Man grins. "Clobberin' time."

* * *

><p><strong>AN: **So here's part 2 of True Colours! I hope you're enjoying it so far, I enjoy putting out more chapters for you guys :)! This is off-topic, but did anybody get a chance to read Amazing Spider-Man 1 today? I did, and I really enjoyed it! I looooooved Superior Spider-Man, but I love Peter Parker as well ;).

Onto reviews:

**sport21:** Aww, thanks! I'm glad you're enjoying the villains so far.

**latinoheat151:** Thanks for the review! As for the Uncle Ben thing, I think I'll definitely be doing a chapter like that in the near future. And if you want something like Sinister Syndicate, I think you'll be pleasantly surprised in the future ;).

**Welcome to the New: **Yup, there's a lot more really bad villains in the comics, haha. And it looks like 2015 will be a good year for comic book movies as well, with Avengers 2 coming out and the new Fantastic Four :). Although I'm a liiiitle skeptical about how the new Fantastic Four will turn out, haha.

**corymerlin: **Oh my gosh, thank you! That really means a lot to me :).

**ilikehats2:** Yes, maybe I am just waiting for the right moment ;). And I'm glad you're enjoying this so far!

**Guests:** It's finished now :).

**Purple Pixie5:** Here's an update!

**OMAC001: **This chapter should answer your question!

**ArianandXaia: **I'm glad you enjoy that :). And stay on the lookout for more Spidey villains! As for that quote, the second time when Steve said it absolutely destroyed me, haha. It was sooooo emotional, but of course, that is a good thing :)

**-ThatOneGirl32**


	22. True Colours, Part 3

"MJ! Where are we going?" Harry asks for the seventh time as he runs alongside Mary Jane.

Mary Jane Watson and Harry Osborn run along the outskirts of the forest, desperately trying to reach the Oscorp Delivery Station nearby. Mary Jane pants with fatigue, but does not slow down, increasing her running speed. Her hair flies in the air as she runs against the wind, stopping once a building comes into view.

"There!" Mary Jane points to the Oscorp Delivery Station, surrounded by a large fence wire.

"Uh, I don't think we're allowed in there," Harry says.

"That's not gonna stop us," the redhead smirks.

The two teens run towards the fence, stopping once they reach its tall figure.

"You go first," Mary Jane says. "To make sure it's not electrified."

"_Haha_," Harry deadpans, a small smirk flashing across his face. "You know we aren't allowed in here, we should-" the teen stops once he sees Mary Jane waiting behind him, her arms folded, impatiently tapping her foot on the ground.

"The things you make me do..." Harry grumbles, climbing the fence. He carefully places his feet in each opening, reaching the top of the fence, and dropping down on the other side. "Tada! Not electrified."

"Good." Mary Jane climbs over the fence in a similar fashion to Harry, dropping beside him when she lands. "Let's go, we can't waste any time!"

The two teens make their way across the Delivery Station, looking for an available truck. Various workers watch them as they pass, greeting Harry with a "Hello!" or "Hello, Mr. Osborn!"

"Hey, is it just me or did those two superheroes look familiar?" Harry asks.

"You're right, they did," Mary Jane agrees. "I can't help but feel like I know them from somewhere..." She purses her lips, trying to think of who the superheroes remind her of. Black Cat with white hair, and Agent Venom with a familiar voice... Her thoughts are interrupted when Harry points to a nearby truck, signalling for Mary Jane to come to him.

"Here's a truck. Why do we even need it?" Harry asks, confusion evident in his tone.

"I'll tell you once we get in," the redhead replies.

"And how _exactly_ do you plan to do that?" Harry asks, folding his arms. His brows furrow in confusion when Mary Jane points to him, a mischievous grin on her face. "Uh... what?"

"You're going to get the truck for us, _Mr. Osborn_," Mary Jane clarifies. "Just ask them for one."

"Me?! Why me?!"

"Because you're the son of the CEO!" Mary Jane exclaims, putting her hands on her hips. "There's no way they wouldn't let you borrow a truck. You practically _own_ them."

"No, I _was_ the son of the CEO," Harry sighs, turning away from her. "Now I'm just that kid who lives with Smythe in Oscorp."

"Harry, you _know_ that's not true," Mary Jane says, putting her hand on his shoulder. "Did you see how those workers addressed you? 'Mr. Osborn?' You're important, Harry. _I _care about you, Peter cares about you. We _all_ do."

"Thanks, MJ," Harry smiles, turning back to the redhead. "I needed that."

"Now, what you _need _to do is get us a truck!" she exclaims, pushing him towards a worker.

"Okay, okay! Give me ten minutes," the teen says. "This is gonna take a _lot _of convincing."

_Meanwhile..._

Agent Venom struggles against Wrecker's grip on his through, flailing wildly, trying to escape. He watches as Wrecker sinisterly grins, clearly enjoying the pain he's inflicting upon the teen. The world starts to blur as he looks over to Black Cat, sitting on the ground with her arms cradled around her injured leg.

Just as Agent Venom feels everything start to turn to black, Wrecker drops him, a sharp cry of pain filling the air. Agent Venom lands on the ground coughing, catching his breath. He looks up to see a grappling hook embedded in the Wrecker's shoulder, then looks back to his teammate.

"Just because I can't use one of my legs... doesn't mean I can't help..." Black Cat says in between gasps of pain.

"Thanks," Agent Venom pants, his eyes wide with surprise. "Is your leg okay?"

"No problem," she sighs, sitting back down on the ground. "And no, it's not. But we have much bigger problems to deal with right now. _Literally_." She points to the rising form of the Wrecker, his face contorted into the angriest expression the two teens had ever seen in their lives.

"You kids think you're funny?!" he yells, ripping the grappling hook out of his shoulder.

"Kinda." Agent Venom shoots a web at the villain's face, only making him angrier.

_That always works for Spider-Man, _he gulps.

"You stupid kid..." Wrecker tears the webbing off of his face, raising his crowbar in the air. Wrecker and Agent Venom charge for each other, engaging in a battle that only one of them could come out of safely.

* * *

><p>"Reed, y'know, we can fly. Or at least, <em>I <em>can. I don't need the Fantasti-Car to take down the Chameleon!"

Reed Richards, Ben Grimm, Sue Storm, Johnny Storm, and Spider-Man sit in the Fantasti-Car, a mode of travel for the Fantastic Four developed by Reed himself. Spider-Man sits cramped in a seat alongside Johnny, due to the fact Reed developed the vehicle for four people. Sue sits in the seat opposite of the two teens, while Reed sits at the front, and Ben seats in the middle of the Fantasti-Car, piloting the vehicle.

"I know, Johnny. But we need to check on the other Avengers first, and make sure Chameleon hasn't tried to infiltrate their Tower as well," Reed explains. "And we don't want you and Spider-Man running across the streets causing any damage."

"Hey! I don't cause damage!" Spider-Man exclaims. "...Usually."

"Well, I can _fly_," Johnny says with a grin. "So technically, I wouldn't be causing damage in the _streets._"

"Aw, shuttup kid," Ben says, flicking Johnny on the head.

"Hey!" Johnny exclaims, his fists raised.

"No fighting," Sue interrupts sternly. "Not after what happened to the Fantasti-Car _last _time."

Johnny folds him arms, slumping in his seat. Spider-Man laughs to himself and looks down at the city of New York to pass the time. He watches as various people look at the aircraft above, taking pictures with their cell phones and cameras. But something more interesting catches his eye, a "Thing" to be exact. The masked teen's eyes widen when he sees the running form of the Thing down below on the streets, checking behind his shoulder every few seconds to see if anybody is behind him.

_That must be the Chameleon, _he thinks. _Since Ben is up here with us. _He looks back down to the street, Chameleon still running down the street, the New Yorkers oblivious to his false identity. _I can't just let him go... But we're going to Avengers Tower to make sure the others are okay. How are we supposed to catch him?_

A mischievous grin appears on his face as a light bulb goes off in his head, giving him an idea. He nudges Johnny in the shoulder, gaining his attention. Johnny looks up to see the masked teen pointing down at the ground. Curious, he leans over the edge of the Fantasti-Car, his eyes widening when he sees the Chameleon sprinting across the town.

"You see him too, right?" Spider-Man asks. "We need to get down there."

Johnny's face contorts into a sinister smile, understanding Spider-Man's words. "Give me five minutes."

The blond-haired boy climbs over his seat in the Fantasti-Car and over to Ben's seat, sitting next to him.

"Kid! Whaddya think you're doing?" Ben asks angrily.

"I just wanted to ask you something," Johnny grins, slinging his arm around Ben's shoulder. He points to a red button on the interior of Ben's seat that reads "SEPARATE" in big white letters. "That's the button you use to separate the Fantasti-Car into four pods, right?"

"Yeah. And only I get ta press it, so don't get any ideas," Ben says, pushing Johnny's hand away from the button.

"Oops. Already did." Johnny grins as he presses the button, separating the Fantasti-Car into four pods against the rest of the team's protest.

"I am gonna _kill _him," Ben scowls as he hears a distant 'FLAME ON!", looking down at the Human Torch holding Spider-Man by the arms as they fly to the streets of New York.

"Not if I do first," Sue replies, frustration evident in her tone.

"_Owowowowowow!_" Spider-Man exclaims, flailing his legs wildly. "Your hands are hot!"

"Stay still!" Human Torch sighs with the rolls of his eyes. "And yeah, that's kinda obvious. I am made out of fire, y'know. Probably more useful than your web shooters too. At least _my _fire can't get stolen."

"You did _not_ just say that!" Spider-Man grumbles. "If you weren't carrying me right now, I'd totally kick you in the face."

"See? That's true friendship," the flaming teen smirks as he lowers Spider-Man to the ground, the red around his wrists now turned black.

New Yorkers gasp in awe as they see the two teen superheroes descend upon them, Human Torch waving to the crowd while Spider-Man blows on his arm.

"Have no fear, New Yorkers! The Human Torch and the Slightly Charred Spider-Man are here!" Spider-Man exclaims. "Wow, that's a mouthful."

"Get over it, webhead," Human Torch says with a roll of his eyes. He turns back to the civilians, asking, "Any of you guys seen the Thing?"

"I dunno about you pal, but he's hard to miss," a man from the crowd says as he points to the running form of the "Thing" just up ahead on the next street.

_They've spotted me! _Chameleon thinks with an exasperated sigh. _All I wanted was to please the boss, and now... that pesky Spider-Man just had to get involved, didn't he? This isn't worth it anymore. I can't go to jail. I need some way – any way – to get them off my trail so I can escape._

Chameleon closes his eyes, thinking of a person he could morph into that wouldn't be so obvious to her pursuers. He looks to the people on the street, searching for an available face. Chameleon watches as people point and stare in awe at his false identity, fooled by his appearance. He looks back to the two teen superheroes, still in pursuit of him.

_I can't use anybody close, they would notice, _he sighs. _I need to morph into somebody that isn't here. ...What about that brat from earlier today? _He thinks back to the incident at the bank, and to the stupid kid that ruined his plan. Brown hair, blue eyes... He rounds the corner, morphing into the one and only _Peter Parker. _

"Hey! Where'd he go?" Johnny asks as he flies around the corner, a frown appearing on his face once he finds nobody there.

"Wait... lemme... catch up to you..." Spider-Man pants as he runs up to the Human Torch, his hands resting on his knees. "Man, life is so much harder without my web shooters."

"Boo hoo, cry me a river," the flaming teen mocks. "Actually, don't. I'm made out of fire."

Spider-Man opens his mouth to respond when he senses a figure up above him, dropping down to the ground below. Captain America stands before Spider-Man and Human Torch, and the two teens look to each other, a knowing look in their eyes – or masked lenses.

"Hello, boys. Richards informed me that you two were down here. Any ideas where the Chameleon went?" he asks.

"Oh, _really?_" Human Torch asks, folding his arms. "'Richards' told you? We may have jumped out of the Fantasti-Car, but we aren't stupid!"

"Uh... I don't understand," Captain America responds, confusion lacing his voice.

"How do we know you're the _real_ Captain America?" Spider-Man asks, folding his arms in a similar fashion to Human Torch's. "Chameleon is _aaaalllll _about stealing identities, so how do we know that _you're _not _him_?"

Captain America sighs, walking up to the masked teen and whispering into his ear, "Because I'm the only one who'd be able to do this, _Peter._"

"Uh... oh." Spider-Man steps back, his cheeks red with embarrassment behind his mask. "Sorry about that, Cap."

"What? What did he say?" the flaming boy asks in curiosity.

"None of your business, Matchstick," Spider-Man replies. "Cap, we found Chameleon but he turned this corner and escaped. We don't know where he is now."

"It's just as I thought," Captain America sighs, looking down at the ground.

"What?" both teens ask in unison.

"He's taken the appearance of a regular civilian. Be on the lookout. This just got a _lot _harder."

* * *

><p>Mary Jane stands by a truck, her back leaning against it. She watches as various workers at the Delivery Station pass by, flashing a smile towards her as they do so. She checks her watch for what must be the twentieth time that minute, anxiously waiting for Harry to return. Her face lights up when she spots the brown-haired boy striding up to her.<p>

"What did they say?" Mary Jane asks, her voice laced with curiosity.

"It took some convincing, but..." Harry grins as he dangles the truck keys in front of Mary Jane's face, amused by her reaction.

"Harry, you're _amazing!_" Mary Jane hugs him, then pulls back, her hands on his shoulders. "We have to go, _now._ I'm driving."

"There's one condition though," Harry says as he enters the truck alongside Mary Jane. He enters one of the only two seats in the truck, strapping himself in the seat with the seatbelt. "We have to bring it back in one piece. My dad - I mean, Smythe would _freak_ if we damaged one of these trucks," he explains.

"Uh... that's not an option," Mary Jane nervously laughs.

"Huh? Why not?"

"Because it's gonna get _wrecked_," she grins, but stops once she notices Harry rolling his eyes. "Lame pun, I know. At least I'm on par with Spider-Man."

* * *

><p>"My puns are <em>not <em>lame!" Spider-Man exclaims, punching Human Torch in the shoulder. "Ow! Man, I keep forgetting you're made out of fire."

"They are _so _lame," the flaming boy responds, a small grin as he hovers just a few feet above the ground next to the two Avengers.

"Another time, boys," Captain America says as he rolls his eyes. "Our main priority right now is finding the Chameleon. We need to stick to our mission."

He holds his communicator up to his mouth, directly speaking into it, "Avengers, anything on Chameleon yet?"

"Nothing yet, Cap," Falcon replies, his voice emitting from the communicator.

"Aww man..." Human Torch groans, putting his head in his hands. "I just found someone _much_ worse."

"_Johnny!_" a voice rings out from the sky. The large shadow of the Fantasti-Car covers the three superheroes completely, the wind blowing in the faces of nearby pedestrians. Sue jumps out of her pod, a stern look on her face as she strides over to the teen, hands on her hips.

"What were you thinking separating the Fantasti-Car like that?!" she asks loudly. "Reed told you to stay _inside _the Fantasti-Car!"

"I can _fly_, y'know. You don't need to baby me anymore, _mom_," the flaming boy replies with the roll of his eyes.

"Really? I thought ya were still a baby," Ben grins, hitting Johnny upside the head. "Ya ever touch that button again, I _will _hurt ya."

"What is it with people hitting me today?!" Human Torch exclaims in frustration.

"It'd be hard for people not to," Reed sighs.

"Uh..." Spider-Man clears his throat, interrupting the Fantastic Four's quibble. "Shouldn't we be on the lookout for Chameleon?"

"Spider-Man is right," Reed agrees. "Each of us should go in different directions, we'll cover more ground if we split up."

"If you get into any trouble, do _not _hesitate to call and ask us for help," Captain America commands. "Understand?" he waits for the others to nod before continuing, "Good. Let's go."

"Team, break!" Spider-Man exclaims as he walks in an opposite direction from the others. He walks through the streets of New York, saying hello to pedestrians that walk by him. After a few minutes of walking and finding nothing, the masked teen decides to crawl onto a tall building overlooking the city.

_Hmm... _he thinks as he looks down at the streets below, searching for the villain. _If I was a Chameleon, where would I be...? Well, probably in the zoo. But that's not my point._

Spider-Man's eyes widen when his spider-sense begins to go off in his brain, alerting him of a strange presence nearby. "What the..."

The masked teen clenches his fists as he looks down to the streets of New York, seeing "Peter Parker" walking in the direction of _his _Aunt May, a nonchalant look on his face.

_Oh no you don't._

* * *

><p>"We're gonna what?!" Harry exclaims.<p>

Harry sits alongside Mary Jane in the truck from the Oscorp Delivery Station, Mary Jane hurriedly driving the truck towards the forest they came originally entered. She stomps her foot on the gas, making the car move even faster.

"You heard what I said!"

"Could you just repeat that again? I didn't think you were being serious!"

Mary Jane sighs, looking at Harry then back to the road. "We go back to the Wrecking Crew's hideout with this truck, and we're gonna _ram _him with it. But so _we _don't get hurt, we're gonna jump out at the last possible second."

"We're gonna _die_," Harry groans as he slumps further into his seat. "We are totally gonna die."

"Sure, if you keep being a _pessimist,_" Mary Jane grins. "Best case scenario, we come out of this uninjured, or with _only _life-threatening injuries."

"'Only?' Great."

"I'm just kidding, Harry!" Mary Jane laughs, punching him lightly on the shoulder. "We'll be fine, I'm sure of it. Now hold on, I can see them fighting up ahead."

_Meanwhile..._

Agent Venom jumps around the forest, into buses and trees, desperately trying to avoid the relentless attacks of the Wrecker.

"Man, they don't call you the Wrecker for nothing," he groans as he jumps down from the tree. Wrecker once again lifts his crowbar in the air, but finds it stuck to the tree as Agent Venom shoots out a web. While Wrecker struggles to free his crowbar from the tree, the teen runs towards his teammate, scooping her up in his arms.

"Cat. You okay?" he asks, worry evident in his tone.

"_Obviously _not! My leg is broken!" she exclaims in frustration. "Stop wasting your time here and take care of him! I can take care of myself; I've been doing it for the past sixteen years."

"Okay, just let me get you somewhere safe." He looks over to the vacant pier, an idea popping up in his head. "I'll take you to the pier, alright?"

"Whatever," she sighs.

Agent Venom shoots out a web that attaches itself to a nearby tree, swinging towards the pier. His spider-sense blares in his head as Black Cat's eyes widen, pointing to the figure creeping up behind the two teens.

"Agent Venom, watch out!" she exclaims as the Wrecker grabs her teammate's ankle and she tumbles out of his arms. Black Cat gracefully lands on both of her feet, falling to the ground and clutching her leg. "Cats always land on their feet... unluckily," she groans.

Agent Venom finds himself upside down as Wrecker holds him up by his ankle, a sinister grin on his face. "Uh... hi."

"You come to _my _warehouse... try to take _me _out..." Wrecker growls as he raises his crowbar with his other hand. "Now I'm gonna make sure that doesn't happen again."

Agent Venom closes his eyes, bracing for impact, when instead, he hears a car horn from afar. He opens his eyes to see an Oscorp Delivery truck dashing towards the Wrecker, and two familiar faces seated in the front seats.

_MJ and Harry? What the..._

Noticing his distracted state, Agent Venom frees himself from the Wrecker's grip, understanding Mary Jane and Harry's plan. He picks up Black Cat from the ground, moving out of the way of the truck.

"Harry, now!" Mary Jane exclaims as she opens her door and jumps out of the truck. Harry does the same, rolling on the ground. The two teens look up in time to see the truck hit the Wrecker at full speed, sending him flying into the warehouse. The warehouse collapses with a deafening _**BOOM!**_, its pieces falling to the ground.

"See? I told you we wouldn't die," Mary Jane smiles, nudging Harry's shoulder.

"Well, _I'm _gonna die once Smythe finds out about this..." he groans.

"I'm sure he won't be _that _mad," she says, rising from the ground. "It was for a worthy cause, after all."

"MJ! What were you guys thinking?" Agent Venom exclaims as he swings next to the two teens, setting Black Cat down on the ground. "You could've been hurt!"

"But we _weren't!_" she replies. "And how do you know my name?" she asks, her hands on her hips.

_Smooth, Flash, _he groans. "Uh... well..." he fumbles, searching for an answer. "Look! The S.H.I.E.L.D. trainees are coming!"

Mary Jane and Harry look back to see the figures of White Tiger, Iron Fist, Power Man, and Nova approaching them, while Agent Venom uses this as an opportunity to escape with Black Cat. He swings away silently, leaving the two teens with the teenage superheroes.

"What happened here?" Power Man asks as he looks at the forms on the Wrecking Crew on the ground. He looks to the destroyed delivery truck, along with the warehouse, raising an eyebrow.

"Agent Venom and Black Cat were fighting the Wrecking Crew a few minutes ago..." Harry explains, turning back to find nobody there. "Huh. I guess they left."

"Wait. Agent Venom _and _Black Cat? _Again?_" White Tiger asks, a slight irritation in her voice.

"Yup! Face it Tiger, you just hit the jackpot," Mary Jane grins.

* * *

><p>"Peter!"<p>

Chameleon nearly trips over his own feet as May pulls on his jacket shoulder, mistaking him to be the real Peter. She stands with her hands on her hips, grocery bags interlaced with her fingers.

"Peter, where have you been?" she asks.

"Huh?" _The boys name must be Peter. And I suppose this is his mother. Or guardian. _"Oh, I, uh, got stuck in some traffic."

"Well, could you help me with these groceries?" she asks, handing some bags over to Chameleon. "We need to get home so I can make dinner."

"Sure," he says, flashing a fake smile as he grabs hold of the grocery bags. _All I need to do is get away from the city and I'll be able to escape._

"So, how is Ava?" May asks, attempting to make small talk with her "nephew".

"Uh... who?"

May looks at Chameleon confusedly before bursting out into laughter, a grin on her face. "Oh, Peter, you are such a joker! Here I thought you forgot who your girlfriend was. Don't do that."

"Oh, right!" Chameleon nervously laughs. "Sorry about that. Yeah, uh, Ava... is fine."

Chameleon walks down the streets with May, his eyes widening when he hears a distant _thwip! _from the sky. He looks up to see a red and blue figure swinging towards him, panic rising up in him.

"Uh, could we hurry it up?" Chameleon asks as he begins to walk faster.

"Why are you in such a hurry?" May asks, confusion in her voice. She looks back up to where "Peter" was looking, noticing Spider-Man swinging towards them in the sky. "Oh, look! It's Spider-Man! And it looks like he's coming here."

"Yeah, that's exactly why we need to-"

"Hey! Me! I mean, _you!_" Spider-Man exclaims as he drops down from a web line, landing directly in front of Chameleon. He shoots out a web at Chameleon's shoulder when he tries to run, spinning him around. "I'm not a complete idiot."

"Spider-Man! What do you think you're doing?!" May asks, beginning to hit the masked teen with a grocery bag. "That is _my_ nephew!"

_Greeeeeat, just what I needed, _Spider-Man sighs. _My aunt thinking I'm a menace. As if Jameson wasn't bad enough. _"Uh, woman I've never seen before, I'm sorry, but that isn't your nephew. It's just a guy _pretending _to be your nephew."

He continues when she narrows her eyes at him, "Here. Let me show you." Spider-Man grabs Chameleon's collar, raising him up into the air. He rips off his fake mask, revealing the Chameleon's featureless face underneath.

Civilians gasp and stare as they watch the Chameleon's squirming figure in Spider-Man's hands, struggling to get free. "Unhand me, you wretched urchin!"

"Wow, 'wretched urchin'? That's right up there with 'masked criminal'. You and Jameson should get together," Spider-Man grins as he drops Chameleon to the ground.

Chameleon rises from the ground, attempting to escape, but finds himself surrounded by the rest of the Avengers along with the Fantastic Four, who surround him completely.

"Hands up in the air, Chameleon," Captain America commands. "You're under arrest."

Chameleon drops to the ground on his knees, a scowl on his face as he puts his hands on the back on his head. He looks to Spider-Man, one thought repeating over and over in his head: _I won't forget this._

* * *

><p>"There. Your web shooters are good as new," Reed smiles as he hands Spider-Man's web shooters back to him.<p>

Spider-Man stands along the Fantastic Four in the Baxter Building, sitting in Reed's lab. Spider-Man takes his web shooters back, a huge grin on his face as he attaches them to his wrists.

"Using the web shooters we received from Chameleon, I made a few modifications. I hope you don't mind," Reed continues. "Now they don't need to run on electricity to work, and you can store more web fluid inside of them."

"Now I know why everybody calls you 'Mr. Fantastic,'" Spider-Man grins. "Thanks. I mean that. You're the best."

"Why don't you just drool some more?" Johnny smirks.

"I don't know Johnny, at least Spider-Man has interests _other _than supermodels and race cars," Sue replies with a grin.

"Ain't nothing wrong with that," Ben laughs.

"I bet Alicia would _love _to hear that you said that, Ben," Sue says in a playful tone.

"Alright, alright. I take it back."

_They're just like one big family,_ Spider-Man smiles to himself. He looks over to the digital clock on the wall, his eyes widening once he sees the time.

"Hey guys, I'd love to stick around and chat - heh, stick around, get it?" he jokes, clearing his throat when nobody laughs. "Okay, tough crowd. I have to go now, my aunt is gonna _kill_ me."

"That's alright. You're welcome back any time," Reed smiles. He extends his arm from where he sits, offering Spider-Man a handshake. Spider-Man shakes his hand, and waves to the other members of the Fantastic Four, heading for the window.

"Wait!" Johnny exclaims, walking up to the masked teen. "Ditto on what Reed said. It was nice to meet you, webhead," he says, extending his hand for a handshake.

Spider-Man raises an eyebrow, reluctantly extending his arm to return the handshake. "Uh, yeah, you too, Matchstick," he replies. His eyes widen when he his spider-sense goes off, noticing Johnny's hand light up with a flame. He narrowly dodges the fire from Johnny's hand, the top part of his mask getting burnt.

"_Hey!_ Why'd you do that?!" he exclaims, patting down the burnt part of his mask.

"Aw man! I was _this _close to getting your mask off!" Johnny groans. "I bet you only wear that masked because you're too ashamed to admit that I am "You probably only wear that masked because you're too ashamed to admit that I am _way _more attractive than you," he adds with a smirk.

"Nah, I wouldn't want to make you cry with how much better-looking I am than you," he grins. "Plus, this mask prevents crazies - like _you _- from trying to burn my face off."

"Spider-Man's right," Sue sighs, rolling his eyes. "You should go before Johnny burns down the building. Remember _last _time?" she asks, narrowing her eyes when Johnny looks down at the floor.

Spider-Man laughs to himself, climbing up onto the windowsill. "Well, uh, see you guys later." And with that, he jumps down to the city below, using his webs to swing past buildings en route to his house.

_Next stop, home._

* * *

><p>"Where are we?" Black Cat asks as Agent Venom lays her down on a couch.<p>

The two teens stand in an old apartment building, its gray paint peeling off of the walls. A green couch rests in the corner of the room, its back to the wall.

"Uh... this is my place," he replies, the symbiote moving to reveal his face. "I figured you might need a place to stay so you can-"

Felicia sighs, taking off her mask. "Flash, I don't need your charity," she says as she attempts to get off of the couch. "I'm fine."

"No, you're not," he says, softly pushing her back down on the couch. "There's nothing wrong with needing help."

"Ugh, fine!" she exclaims, exasperated. "But on one condition. If you want me to stay here, you have to go back to the forest."

"What? Why?"

"Those friends of yours? Yeah, they're not stupid. Once they find out that Flash and Felicia –_ us _– left the pier as soon as Black Cat and Agent Venom did – _also us_ – they'll put two and two together."

"Yeah, you're right," he agrees. "I'll be back soon – just uh, don't... go anywhere."

"Wasn't planning on it."

_Meanwhile..._

"You kids okay?"

Nick Fury stands before Mary Jane and Harry Osborn, watching as S.H.I.E.L.D. agents clean up the wreckage from the battle earlier.

"We're fine," Mary Jane replies.

"Guys!"

Mary Jane and Harry look back to see Flash running up to them, out of breath. "Flash? What are you doing here?" Harry asks.

"I... just wanted to see if you guys were okay," Flash says.

"Thanks Flash," Mary Jane smiles. "We're okay."

Nick steps in between the three teens, standing in front of Flash. "You're Flash Thompson, right?" he asks, extending his hand for Flash to shake it. "I'm Nick Fury. It's nice to meet you... formally."

"Uh... yeah..." Flash says as he shakes Nick's hand, raising an eyebrow. _Formally? What does he mean by that?_

"You kids need a ride home? I wouldn't mind dropping you off with the Helicarrier," Nick says.

"Uh, actually... could I see my dad?" Harry asks. Once Nick nods, Harry walks into the Helicarrier, saying goodbye to the other two teens.

"And you kids?" Nick asks.

"Uh, I'm just gonna walk home," Flash says. "Thanks anyways."

"_We're _going to walk home together," Mary Jane smiles, interlocking her arm with Flash's. "I think we have some catching up to do."

"We do?" Flash asks, his eyes widening.

"Of course we do," she says, pulling him along with her. "Bye Nick!"

"You kids have fun," Nick chuckles, shaking his head.

* * *

><p>Peter takes one deep breath as he opens the door to his house, seeing his Aunt May waiting for him on the couch. Her face lights up when she sees him come through the door, walking up to him to hug him when she notices something odd.<p>

"Peter, your hair is singed!" May exclaims as she cups Peter's face.

"What? It is?" he asks, feigning innocence. _Thanks a lot, Johnny, _he groans. "That's weird."

She narrows her eyes at him, sighing and shaking her head. "I won't even ask about that bruise on your left cheek," May says, grimly laughing to herself. "Let me guess. You got it when you fell during a battle with Spider-Man, didn't you? Trying to get some pictures?"

"Uh, yeah," Peter replies, scratching the back of his head. "So, um..." he fumbles, desperately trying to change the subject. "I'm sorry I couldn't help you bring the groceries home. I know there were a lot of bags, but I-"

"Oh, don't worry Peter, its okay," May smiles. "A nice young woman helped me carry them home."

"Oh... that was nice of her."

"It was, wasn't it?" she replies. "I left some dinner for you on the table." May yawns, walking over to the stairs. "I'm going to get some sleep, okay? When you're finished, I expect you to do the same."

"You got it, Aunt May!" Peter exclaims, flashing her a thumbs up.

"Oh, and Peter?" Aunt May calls out to gain her nephew's attention, stopping on the top step of the stairs. "You know what else would be nice? Hearing the truth for once."

Peter watches with a hurt look on his face as May continues up the stairs, closing the door behind her when she reaches her room. Peter looks down at the ground, feeling more guilty than ever.

_Yeah... it would be, wouldn't it?_

* * *

><p>"So, where'd Felicia go?" Mary Jane asks as she walks alongside Flash.<p>

Mary Jane and Flash walk together through the dark streets on New York, only a few houses away from her house.

"Oh, uh, she went home," Flash lies, rubbing the back of his head.

"That's too bad," Mary Jane says. "I wanted to ask her something. Anyways, this is my house. I should go in, my dad's probably wondering where I've been."

She walks up the doorsteps to her house, turning back to Flash once she reaches the door.

"See ya MJ," he says, turning around to continue his walk to his house.

"Wait! Flash, before I go, I just wanted to say... thanks," she smiles.

"Uh... for what?"

"For walking me home, silly." Mary Jane turns to her house door, hand on the doorknob when she hesitates, and turns back to Flash. "And... earlier today." She opens the door with her key, quickly closing the door before Flash has a chance to respond.

_Earlier today...?_

* * *

><p>Chameleon walks down the halls of his new home, Ryker's, a permanent scowl on his face. He looks over to his fellow cell mates, eyeing him with cold glares as he walks to his jail cell.<p>

"Here's your stop," the guard grunts, shoving Chameleon into the cell and slamming the door shut. "Good riddance. Don't cause any trouble," he starts, raising his taser from his holster. "I wouldn't want to have to use this."

Chameleon watches from the bars of his cell as the guard leaves, re-adjusting his taser back into his holster. Chestnut brown hair, blue eyes, fair skin...

"Oh, there's no need for that."

Chameleon looks up to see where the voice came from, his face contorting in confusion when he sees who it is.

"Who are you?"

The man grimly chuckles, a sinister grin appearing across his face.

"I'm Dr. Otto Octavius. We may be strangers to each other at this moment, but I can _assure _you, in the future, we will be great... _accomplices,_" he grins.

* * *

><p><strong>AN: **Hey guys, I'm sorry that this chapter was a bit late, I've been really busy with school lately. You can expect the next chapter to be on time though :). I just wanted to thank all of you for your support, I reached 200 reviews recently! I love writing for you guys, so it makes me happy when I see you love what I've written :). Anyways, I hope you all enjoyed the chapter, because now I'm moving on to some more off-topic stuff.

Okay, first of all, the Amazing Spider-Man 2. I've seen that movie about 4 times since it came out, haha, I just love it sosososo much! I thought they really handled Spider-Man well, he was just like he is in the comics, and I loved the Peter/Gwen relationship as well :). What did you guys think?

Onto reviews:

**devineggins4: **Nope, it doesn't follow that game, I've actually never played it before, haha. As for the Canadian superhero, you may see him in an upcoming chapter ;).

**aly rose: **Thank you! I glad you enjoyed that chapter :).

**ArianandXaia: **I'm glad you like the changes in perspective :). I think it's good to show what's happening with all the characters in the story rather than just focusing on 1 or 2. Have you seen the Amazing Spider-Man 2 yet? There are sooooo many good quotes from that movie!

**VenomSpider33:** To be honest, I haven't really thought it in depth yet. But I do have one or two ideas about that, so, maybe in the future, I will ;).

**latinoheat151: **I'm glad you liked the chapter! And I'm sorry about your laptop screen, that happened to me once too, and I know how annoying it can be sometimes. And as for your suggestions, you'll definitely be seeing at least one of them in the future ;).

**sport21:** Thank you!

**corymerlin:** Wow, thank you :)!

**Silentman87:** Yup, you'll definitely see the X-Men in the future. I don't know much about the Stepford Cuckoos, but I read a bit about them and they're definitely interesting to me, so maybe!

**Welcome to the New:** Yeah, I hope they do too, they were really great in Avengers: EMH. And I would totally watch that webshow, haha. The really weird villains are mainly from old comics, and there are a lot more funny ones too. I liked the old Fantastic Four cast too, but seeing Chris Evans as Johnny is just weird now that he's Captain America, haha.

**ilikehats2:** Thanks! And haha, this chapter will confirm your disbelief unfortunately. Spider-Man does have a lot of animal-themed villains, doesn't he? And he's animal-themed himself too, haha. As for what Chameleon has on the others, you won't be finding that out until later in the story ;).

**Guest:** It is now!

**OMAC001:** You'll see in this chapter!

**BowtieBeats:** Thanks :)!

**Luxraylover:** I love seeing your reviews as usual! They give me a lot to think about :).

**Prosp88:** Thanks, it was really fun writing it. :)

**-ThatOneGirl32**


	23. New Faces, Part 1

May Parker stands in front of the washroom mirror, re-applying another layer of lipstick. She quietly hums to herself as she does so, appreciating the peacefulness of the house.

_Peacefulness? _she thinks, raising an eyebrow. _Something must be wrong._

She takes one last look at herself in the mirror, a small smile flashing across her face. Purple earrings to match her purple dress, and red lipstick to bring out her facial features.

_I hope this isn't too much for Coulson. _

May takes her purse from the bathroom counter, slinging the strap around her shoulder. She walks up the stairs, stopping once she reaches Peter's room. The woman knocks once, waiting for Peter to open the door. After fifteen seconds of waiting, she sighs, knocking the door again.

"Peter? Are you up yet?" she asks. A few moments of silence pass, giving her the answer she needs. "I guess not."

May quietly pushes open the door, only to be met with the sleeping form of her nephew on his bed. She shakes her head as she walks over to him, stepping over the mess of clothes on the ground. May looks over to Peter's closet, a certain red and blue material catching her eye.

_Hm... I don't remember Peter ever wearing that. _

She walks over to the closet when she hears movement from Peter's bed, stopping her in her tracks.

_Looks like he's waking up... the closet can wait for later. _

"Peter?" she says softly as she walks to his bed, shaking his shoulder.

"Mmm?" he mumbles in reply, not looking up from his pillow.

"I'm going out for the day."

"Mmm."

"I left some wheat cakes for you on the counter downstairs."

"Mmm."

"Oh! I just wanted to let you know, I'm going on a date with Coulson. We haven't talked in a while, and we have some catching up to do. I hope that's okay with you, Peter."

"Mmm."

She raises an eyebrow in surprise, taken aback by his response. She was expecting a cry of outburst, but instead got a simple "mmm." May walks back to the door, closing it gently before walking down the stairs to reach the kitchen. She picks her keys up off the kitchen counter, dropping them into her purse. May heads for the door when she steps back, startled by the figure standing before her.

"Oh!" she exclaims, her hand on her chest. "Peter, you scared me! I thought you were-"

"_Coulson_?" he asks, raising an eyebrow as he leans his arm against the doorframe.

"Yes."

"Principal Coulson?"

"Yes."

"As in Phil Coulson?"

"Yes."

"You mean Son of Coul, _Coulson?_"

"Peter, do you have a problem with me seeing Coulson? I don't want you to feel uncomfortable," she says, cupping his face with her hands. "You know that, right? If you don't like this, just tell me."

"No, Aunt May, its fine," Peter sighs. "It's what he would've wanted." He looks to the corner of the room, gesturing to the picture of May and Ben on the counter with his head.

"Yes, you're right," May smiles. "I want you to remember one thing, alright? I want you to remember that we can move on, but we never forget," she softly whispers. "Now go eat your breakfast. And don't burn down the house while I'm gone."

"I'll try not to," he replies, kissing her on the cheek. "_This _time."

May rolls her eyes, shooting Peter a small grin before stepping outside to meet Coulson, waiting outside the door. Peter watches as the two embrace, walking over to the black car Coulson drove to the house.

_At least she's happy, _he sighs. _I just can't shake the feeling about my aunt dating my principal, _he shudders. He walks over to the kitchen table, pulling his phone out of his pocket when he feels it vibrate.

"Come to the Helicarrier," he says out loud, reading Ava's text. "We need to talk about yesterday."

_Yesterday? _Peter thinks. _I didn't even see her yesterday! Oh well... might as well go see what she wants. _He heads upstairs to take a quick shower and brush his teeth; good hygiene was sure to impress his girlfriend. He puts on a blue button-down over his white shirt, heading for the house door when he turns around, using his web shooters to web his wheat cakes into his hands. He takes a humongous bite out of one, heading for the door.

"Can't forget those here," he grins, leaving the house.

* * *

><p>"Am I in trouble?" Peter asks as he swings over to his girlfriend who waits for him on top of the Helicarrier, her arms folded.<p>

"What? No. Trust me, if you were in trouble, you'd _know,_" Ava replies. "I just wanted to see if you were okay. You were acting _really _strange yesterday."

"Uh... I _was_?"

"Oh, wait. Let me guess... that wasn't you, was it? It was just an alien pretending to be you." Ava assumes, a slight smirk on her face.

"Close. It was a regular guy. If you call shape-shifting regular, I guess."

A few moments of silence passes between the two before Peter clears his throat, "So... is that all you wanted to talk about?"

"Actually... no." Ava sits on the edge of the Helicarrier, her legs dangling in the sky. She motions for Peter to sit next to her with her hand, patting the spot beside her. Peter raises an eyebrow, sitting beside his girlfriend.

"What is it?"

"Well... we hardly see each other anymore now that we're on different teams," she starts, turning to look into his blue eyes. "So, I had an idea... maybe we could go on another date."

"Miss Ayala, are you asking me out on a date?" Peter gasps in mock shock.

"What do you think?" she smiles, playfully punching him in the shoulder. "And here I thought you were supposed to be smartest at Midtown.

"I am," he grins, his eyes widening when Ava glares at him. "Uh... I am _tied _with you for smartest at Midtown."

"I'll take it," she replies. "So, is that a yes?"

Peter opens his mouth to respond when Ava's communicator begins buzzing, a message from Director Fury waiting to be answered. Ava reluctantly answers the message, a hologram of Nick Fury popping up in the air.

"Ayala. Downstairs. _Now,_" is all he says, earning two simultaneous groans from the teens. "Is there a problem?"

"Well, uh, Directory Fury, we were kinda busy up here..." Peter shrugs, rubbing the back of his head.

"Oh, alright. Let me just stop protecting the world so you two _lovebirds _can have some quiet time on top of the Helicarrier," he replies, sarcasm evident in his voice.

_Geez, he's colder than I remember._

"I'm coming, Director Fury," Ava sighs with the roll of her eyes, shutting the device off with the press of a button. She rises from her position, extending her arm to help Peter up while she lets out a heavy sigh. Ava turns from her boyfriend, en route to the interior of the Helicarrier when Peter puts his hand on her shoulder.

"Wait! I could come with-" Peter starts, only to be interrupted by the sound of his own communicator. "Nevermind," he sighs, holding the device up to his mouth. "What is it?"

"Pete, you're needed at the tower right away," Steve's voice sounds in from the device.

Peter groans, shooting Ava a weak smile. "Looks like we both gotta go..."

Ava kisses him on the cheek before turning away, waving goodbye to the brown-haired boy as she walks down the steps into the Helicarrier.

"Have fun!" she exclaims before the doors close, a slight hint of disappointment in her tone.

"Yup... you too."

Peter jumps off of the Helicarrier, letting out an unenthusiastic "Woohoo" as he does so. He uses his web shooters to glide effortlessly through the city, lost in his own thoughts.

_Geez, the one time I get a girlfriend, I can't even see her? _he sighs, ignoring the clamoring of civilians pointing to him from the streets. _Parker luck at its finest._

The teen shoots out another web, Avengers Tower coming into view. _Is this how its gonna be as long as we're on different teams? _he sighs, doing a back flip onto the top of the Tower. Peter shoots out a web to the far edge of the building, using it to slowly descend upside-down upon the Tower. He looks into the building, an eyebrow raised as he watches the Avengers waiting for him to arrive

_I wonder what they want this time._

* * *

><p>"Flash, you're overreacting. Who cares if she knows your secret identity?" Felicia asks, lying down on the couch with her eyes closed.<p>

Flash Thompson and Felicia Hardy sit around the Thompson residence, taking the day off from superheroing and taking some time to rest. Felicia lies on her back on the couch, while Flash leans against a wall, his hands rubbing his temples.

"There's a reason why it's called a _secret _identity!" Flash groans, his head in his hands. He slides down on the wall, sitting on the ground. He looks back to the white-haired girl, ruffling his blond hair in panic. "It's supposed to be _secret! _Haven't you ever seen a superhero movie? When people find out the hero's identity, bad things happen," he adds with a shudder.

"Well then, I guess it's a good thing I'm not a hero," Felicia smirks. She opens her eyes to find Flash glaring at her. "Sorry. Listen, it's not like the entire world knows who you are. It's just MJ and I. Oh, and Nick Fury. And all of S.H.I.E.L.D. too, probably. Wow, that _is _a lot of people."

"You're not helping!"

"Okay, okay, I'll stop," she grins, closing her eyes once again. "I was just trying to scare you. But in all honesty, if she knows your secret identity, it's fine. You can trust her, right? She isn't Jameson. She won't sell you out to the public."

Flash purses his lips, considering her words for a moment. Mary Jane was his friend, right? So what was he getting so worked up about?

"Yeah, I guess you're right." He opens his mouth to add a comment when the doorbell rings out from the front of the house, interrupting him. Felicia rises from her position on the couch raising an eyebrow, intrigued.

"Who's that? Your folks?" she asks.

"Doubt it," Flash grimly chuckles. He clears his throat, "I'll go see who it is."

Flash walks over to the door of his house, unlocking and opening it once he gets there. His eyes widen when he sees who it is. The all too familiar green eyes, and unforgettable red hair...

"Uh... MJ, hey," Flash says, awkwardly rubbing the back of his head. "You can come in if you-"

"No, that's fine, Flash," she replies with a smile, avoiding eye contact with the boy. "There's just something... I had to tell you."

Mary Jane shifts her weight from one foot onto the other, hesitating as she twirls her hair with her left hand. She looks up into Flash's green eyes, her lips pursed.

"I know about you and Felicia. What you are, or rather, _who _you are," she holds up her hand when Flash opens his mouth to protest, "Just listen. I'm not gonna tell anybody, I _promise_. But... you need to promise me something. Promise me that you won't let... _it _take over you."

Flash sighs, noticing Mary Jane's once bubbly voice now turned somber. He looks into her eyes, filled with worry, and tries to force a smile. "MJ, don't worry. I know how to control-"

"No, you don't. You don't know," she interrupts. "I know what that did to Harry," she whispers.

_Harry? _Flash thinks, surprised. _The symbiote was on Harry? _

"It has the power to turn you into a monster," she continues. "Like Norman Osborn. And I... _care _about you, so I don't want you to turn into a monster. I wouldn't wish that on my worst enemy."

"MJ, you don't have to worry about me. I can handle it," he smiles. Flash said it, but he knew Mary Jane was right. The symbiote was created to _be _a monster. Flash didn't even have that much experience with the black goo anyway, so how could he be sure that he would be able to control it?

"Okay," Mary Jane smiles as she takes a step back, her arms folded. "Just... be careful." And with that, she turns around and walks in the opposite direction of Flash's house, en route to her street.

Flash sighs, walking back into his house and closing the door. He walks back into the main room and sits beside Felicia on the couch, who looks up from her phone to face him.

"Who was that?" she asks, curiosity lacing her voice.

"Don't worry about it," he replies, slumping in his seat. "Hey, you know what you said about MJ earlier? Turns out you were right."

"Of course," she grins, twirling her white hair with a finger. "I _always _am."

* * *

><p>Peter enters the main room of the Avengers Tower through the elevator for once, listening to Tony's desperate pleads concerning the footprints on the ceiling. He takes his seat in between Sam and Thor at the table, clearing his throat when nobody speaks.<p>

"Lemme guess. You called me here because of... giant alien shape-shifting dogs? Ooh, space pirates?! I've always wanted to fight space pirates!" Peter exclaims, excitement rising up in his mind.

"_No_," Natasha replies, shutting Peter's excitement down. "We're expecting that next week, though," she adds with a smirk, which the teen returns.

The Avengers share a laugh before Steve lightly bangs his hand on the table, gaining his teammates' attention.

"Alright you guys. It's time to get serious," Steve interrupts, holding up his hand to silence the others. "Peter, you're friends with Harry Osborn, right?" he continues when the teen nods, "Well then, you might want to listen to this."

Steve pulls out a small electronic device from under the table, pinning it to the surface of the table. A holographic image of Oscorp Tower pops up in the air, its large form taking up most of the area of the table.

"Oscorp; one of the leading organizations in the world, along with Stark Industries, S.H.I.E.L.D., S.W.O.R.D., you get the idea," Steve starts. "Ever since Alistair Smythe took over for Norman Osborn recently, we've noticed a... _disappearance _in Oscorp employees. Even more recently so in the past few days."

"Why? You mean they left cause they found out how much of a creep Smythe was?" Peter asks.

Steve narrows his eyes at the teen, "No. I mean _actual _disappearances."

"Kidnappings," Bruce chimes in. "At least one per day. And they haven't returned."

"Why?" Peter asks, intrigued.

"We figured it's because they want to get to Smythe," Sam answers. "He's _major _competition."

"You said 'they'... They who?" the teen asks.

Steve presses a button on the device planted firmly on the table, a second holographic image popping up in the air. The image displays three men: a large, bulky man, a man with a lariat, and a man with a purple hat tipped down upon his face. Peter squints his eyes at the men, searching for any distinct features.

"Uh, I don't know them," Peter says, slumping down in his seat. "Who are they? Circus act? Rodeo clowns?"

"The Enforcers," Natasha announces, ignoring Peter's comment. "There's Fancy Dan," she points to the man with the hat. "And Montana," she continues, pointing to the man in the middle with the lariat. "The big guy is Ox."

_Ox? Man, just when I thought I couldn't get any more animal-themed villains._

"Okay, I have a crazy idea," Peter starts. "What if Smythe just hired the Enforcers to make it look like they wanted to get rid of Smythe, but in reality Smythe was working with them all along so that he wouldn't seem as obvious to us now and we would think the Enforcers were just a bunch of crooks, but they were... uh.. they were..."

Peter looks to his teammates, noticing the confused and lost looks on their faces.

"Okay, I'll try to shorten that into less of a run-on sentence," Peter says, shaking his head. "What if they're working together? Smythe has been doing it with every single villain that's appeared since Norman left."

"Dude, you need to stop obsessing over Smythe," Clint says.

"Oh, right," Peter starts. "Thanks for telling me, 'Hey Pete, don't be paranoid of that one guy that's trying to _kill_ you!" he exclaims, doing a near perfect imitation of Clint's voice.

"I do _not _sound like that!" Clint exclaims, his arms folded. "If you're gonna impersonate me, at least get the voice right!"

"Nay, the Spider-Child is correct," Thor says, interrupting any beginnings of an argument between Clint and Peter. "The Pretender fooled us once, and this 'Smythe' may do it again."

"Pretender...?" Peter asks, a confused tone in his voice.

"The Chameleon."

"Oh, right. I forgot you speak Thor sometimes."

"Alright everybody, let's get back on track," Steve sighs, shaking his head. "We have to keep a lookout for anybody who looks suspicious. And Peter-" Steve turns his head, looking directly into the teens' eyes. "Keep an eye on Harry, especially. He's one of the people in the most danger."

"Aye aye, captain!" Peter exclaims, saluting Steve.

"Alright," Tony grins, standing from his seat. "This meeting is adjourned. Hey, Pete, you up for doing some training rounds with Thor? He's been practicing his swing."

"Uh... well, I- uh.." Peter stammers, watching Thor as he slowly grins. Before Peter can come up with an answer, his phone vibrates in his pocket.

_Phew! Phone to the rescue._

He takes his phone out of his pocket, rolling his eyes when he sees who's calling.

_Maybe not. Ugh, Jameson._

"Aren't you going to take that?" Tony asks.

"Do I _have _to? I'd rather get my tush kicked by Thor in a training session," Peter groans. His teammates narrow their eyes at him, that being all the answer he needs. The teen sighs dramatically before answering the cell, holding it up to his ear.

"Jameson, what's-" He winces when Jameson yells at him from the other line. "Jameson, you don't need to yell, I can-"

Peter sighs, once again interrupted by Jameson's yelling. He shoots a glare towards the Avengers, who sit with huge grins on their faces, clearly enjoying the moment.

"Sorry sir," he sighs. "You can speak at whatever eardrum-crushing volume you want." He waits a few seconds before responding, listening to Jameson on the other line. "Right _now? _Uh, Jameson, I'm kinda busy - no! I'm not disobeying your orders, I just-" Peter throws his arms up in the air, clearly frustrated. "Okay, okay! I'm coming!"

Peter sighs, putting his cell phone back into his pocket and looking over to his teammates, who wear amused looks on their faces.

"You have to go?" Steve asks.

"Yeah. Jameson asked me- or _demanded _that I get to the Bugle immediately for some 'special project'," Peter sighs. He walks towards the elevator, when Steve stops his by holding onto his arm.

"You just remember, keep an eye on Harry, alright?" he repeats. "We don't know what kind of trouble he could be in."

* * *

><p>Harry Osborn walks down the streets of New York, ducking his head low under his hoodie to avoid any reporters wanting to get a word on "the son of the <em>Green Goblin<em>". Lately, Harry had to do that a lot, as it seemed the people of New York wanted to know what _really _happened to Norman Osborn.

He rounds the corner of the building, walking towards the supermarket when a slight tremor sets him off balance, nearly making him fall onto the ground. He regains his composure and looks around, confused.

_What the... what was that? _he thinks, looking around to see what the cause of the tremor was.

He lays his eyes on the figure of three mysterious men standing in the middle of the road, looking at something behind him- or _at _him.

_Just another day in New York, I guess, _he sighs.

Harry turns to continue walking when another tremor sets him off balance, but this time, he doesn't catch himself, but another person.

"Oof!" the girl grunts as she lands in Harry's arms. "Oh, sorry!"

"Uh, don't worry, it's no problem," Harry smiles, standing up with the teenage girl.

"Oh man, when people said New York was crazy, I didn't think they meant _this _crazy," she laughs as she moves a piece of her blonde hair out of her face. "Thanks, again, by the way."

Harry looks into her brown eyes, noticing something familiar about her face. Blonde hair, dark-skinned... he swears he's seen her before, somewhere.

"Hey... do I know you?" he asks.

"No..." she starts, twirling the ends of her blonde hair with her finger. "But I bet you know my dad. He _always _went over to Oscorp to speak to yours, before the whole... y'know."

"Goblin thing?"

"Yeah, that."

"Don't worry, it's alright," Harry sighs. "It'd be better if people didn't try to ask me about it all the time."

"Ugh, I know _exactly _how you feel. Reporters are always hounding me to get some info out of me about my dad," she says. "You get used to it, I guess."

_I dunno, it's pretty hard to get over your dad being an evil Goblin... _

"By the way..." she smiles, extending a hand out towards the boy. "I'm Lily. Lily Hollister. And I already know you, Harry, right?"

"Yeah." Harry shakes her hand, returning the smile. "So, uh, I should go now. I have to go pick up some things from the store."

Harry freezes in place when he sees the three men slowly striding towards him, the gigantic man with a mischievous grin on his face. Lily notices the teen's panic, worry rising up in her.

"What is it? What do those guys want?" she asks as Harry grabs hold of her arm.

"I don't know... but we need to run. _Now_." Harry and Lily dash into an crowded street of New York, hoping to escape the three men.

* * *

><p>"Hey Pete!" Mary Jane exclaims as she enters the Daily Bugle building, waving to gain the teen's attention. "Did Jameson ask you to come here too?"<p>

"Yeah. Well, no. He _yelled _at me to come over here, or I would be fired," Peter says with the roll of his eyes. "Man, that guy is such a blowhard."

"Shh!" she exclaims, holding up a finger to Peter's mouth. "You wouldn't want anybody to hear you, some of these people worship Jameson, and would tell him _anything_," she says, gesturing to the massive amount of workers in the building. "But I totally agree with you," she whispers with a smirk.

Mary Jane and Peter reach the top floor of the building, saying hello to Robbie and Betty before entering the office of J. Jonah Jameson, only to be greeted by with a man of equal height to Jameson, his differentiating features being his blonde-gray hair and piercing blue eyes. He wears a holster around his waist, equipped with two guns, in addition to his blue and black uniform.

_He must be a police officer, _Peter thinks.

"Oh, sorry, uh, we didn't know you were busy in here," Peter stammers as he slowly backs out of the office alongside the redhead.

"No, Parker, Watson, get in here _now!_" Jameson commands, slamming his fist down on the table. "You're not interrupting anything, this is who I wanted you to meet!"

The man turns to the two teens, a warm smile on his face as he extends his hand towards Peters. "You must be Peter." He shakes Peter's hand firmly, then turns to Mary Jane to repeat the action. "And you're Mary Jane. I'm Captain George Stacy of the NYPD, it's nice to meet you."

"Oh! You too, Captain!" Mary Jane replies, returning the smile.

"Jameson was just telling me about how you're the star photographer for the Bugle," George says, shifting his attention onto Peter. "Your Spider-Man pictures have increased the popularity of the paper by nearly _five hundred_ percent. Guess Spidey's popular around here, huh?"

"He's still a menace," Jameson grumbles from his seat, his arms folded.

Ignoring Jameson's comment, the redhead steps up to George, a question arising in her mind. "'Around here?' What do you mean? You're not from New York?" Mary Jane asks, curious.

"No, my family and I moved from San Francisco when I was offered the position of Captain," George responds. "We're new here, but luckily, Jameson was kind enough to show us around - if I'm in a story for the Bugle, of course," he grins. "Business is business, I guess."

_Jameson? Kind? I didn't know those words could go in the same sentence._

"Anyways," George continues. "Jameson wants you to follow me around for today so the paper can do an editorial on the life of a police officer," he explains. "Might sound boring, but trust me, my life can get _pretty _exciting sometimes," he adds with a grin.

"Which is important that you have a _responsible _adult with you at all times!" Jameson exclaims, a grin on his face. "I don't need you getting killed by the super villains in the city, like Spider-Man!"

_"Killed by Spider-Man?" Geez, this guy has issues. _

"That's taking it a bit too far," George says. "Sure, you could call Spider-Man a vigilante for getting involved in police affairs, but he is in no way a super villain."

_I think I'm starting to like this guy... except for the whole "vigilante" part, but it's a lot better than what Jameson thinks of me. _

"I agree," Mary Jane smiles, much to the annoyance of Jameson.

"Well, fine! You Spider-Man lovers can take it _outside _my office," Jameson retorts, a scowl evident on his face. "I've got a paper to run!" he eyes widen when he sees the glare George shoots him, and he clears his throat, "Uh, _please _take it outside my office."

George sighs, opening the door and walking outside of Jameson's office with Peter. The group says goodbye to Betty and Robbie before leaving the Daily Bugle, all three of them standing just in front of the doors.

"I don't know how you handle that guy," George chuckles. "He's... something."

"Yeah, he's _something_ alright," Peter sighs.

George turns to Peter, an eyebrow raising when he notices something strange on the teens face. His smile instantly turns into a frown when he makes out the bruise on Peter's face, curiosity rising up in his mind.

"Peter, you haven't been getting into trouble, have you?" he asks, eyeing the bruise.

"Uh..." Peter hesitates, trying to find a suitable answer for the man's question. "No! No, of course not. I just, uh... fell. Y'know, I take pictures of Spider-Man, so sometimes I get too close to the action."

_Understatement of the year, _Peter sighs.

"Pete's a _really _clumsy guy sometimes," Mary Jane adds with a laugh.

"Oh, I see. That's understandable. Just try not to get into too much trouble, alright?" he asks, continuing once Peter nods. "And here I thought I'd have to keep you away from my daughter," he chuckles, shaking his head. "You're a good kid, Peter."

"You have a daughter?" Mary Jane asks with curiosity.

"Yep. She's your age, and she'll be at Midtown on Monday. Keep an eye out for her, her name is Gwen."

_Gwen Stacy, huh?_

"Yeah, definitely, officer. We'll look for-" Peter's comment is interrupted as gun shots ring out in the air, filling Captain Stacy and Mary Jane with panic. However, Peter finds nothing out of the ordinary as his spider-sense goes off in his head, warning him of danger.

George instinctively reaches for his gun, his other arm shielding Mary Jane. "You kids stay behind me, this could be danger- where is Peter?"

"Peter...?" Mary Jane asks to no one. She looks around the area, searching for any sign of where the teen could have gone. "What the- where did he go?"

* * *

><p><strong>AN:** Okay everybody, I'm really really really really really sorry for not updating in over a month! I've been swamped with school work and exams, but luckily, that's over now, so expect regular updates once more :)! To make it up to you guys, I'm doing a triple update! Don't expect that to be a regular thing though, haha. Once again I'm really really sorry!

Onto reviews:

**corymerlin:** Thank you! And you won't have to wait much longer for that, trust me ;).

**sport21:** You know, I actually haven't thought about that, haha. That would actually be pretty fun to write, so I'll think about it. :)

**ilikehats2: **Yup, he definitely is ;). And haha, I've always thought that when people couldn't figure out the identities of superheroes its pretty funny, since they have the exact same voice, especially in the movies. And yes, I did see tasm 2! And of course, I always read Years Alone!

**Welcome to the New: **Maybe there will be romance, maybe not ;). I'd totally watch that webseries. As for the new Johnny Storm, I'm pretty sure Michael B. Jordan is playing him!

**ArianandXaia: **Same here! When the movie showed that web hand while she was falling, I just died inside. I absolutely loooooooooooove Peter and Gwen, especially in the movies. And yup, looks like she did figure it out :). I noticed that Harry's assistant was Felicia too, I hope they include Black Cat in tasm 3!

**latinoheat151: **Well, it's been a pretty long time since I last updated, haha, so I'm wondering, did you get a new laptop? As for the ideas, you've given me a lot to think about once again, so thanks :)! And I absolutely looooooooooooved tasm 2! Haha, even I read the comics and I found Gwen's death surprising. It's kinda like you know its coming but you still get surprised anyways. By the way, I pretty much agree with every point you made there, haha.

**Whispering Wolf13: **Same here! I like when comic book movies actually try to stick to the source material :). And thanks!

**Silentman87: **I actually did some research on them, and I think I might include them when the X-Men are around. You'll just have to wait and see ;).

**devineggins4: **I like Wolverine too! I think that Marvel's probably gonna bring him back though, haha. Maybe after 1 or 2 years?

**Angryhenry:** Haha, it definitely was, wasn't it?

**Dr4g0nb411z: **Wow, thank you :)! I agree with you about Peter and Gwen, I loooooooove them together, so the ending destroyed me, haha.

**Brady Long:** Don't worry, there's more action in the later chapters :).

**-ThatOneGirl32**


	24. New Faces, Part 2

"This is the end of the line, kid," the man sneers, aiming his gun at the teen's chest. "Tell us where Smythe is."

Harry Osborn and Lily Hollister stand against a wall in an alleyway, their backs pressed against it. They pant heavily, with fear and exhaustion from running through the crowded streets of New York, only to be stopped by a dead end.

"Harry? What do we do?" Lily whispers to the teen. "They might kill us."

"They wouldn't," Harry replies, his brows furrowed. "They need me to get to Smythe."

"Yeah, well, they don't need _me!_" Lily exclaims. "Ugh, Daddy is _definitely _hearing about this!"

Harry turns back to the three men who wear impatient looks on their faces. Clearly annoyed, Fancy Dan lowers his gun and puts it back into his holster. He shifts his attention to Ox, a wicked smile forming across his lips.

"Ox, buddy. He doesn't wanna talk so, how about you _make _him?" he asks.

"Yeah, yeah, you got it," Ox grins, cracking his knuckles as he walks over to the two teens. "What a nice couple. I think I'll start with you-" he looks to Lily, a devious grin spread upon his face. "-first. See if that'll change his mind."

Lily closes her eyes as Ox winds up his arm, bracing for impact, but she finds that the punch never comes. Probably because Ox didn't even have a chance to throw it. Lily opens her eyes, a small smile forming on her face as she sees the form of Spider-Man perched on the building above, a strand of webbing protruding from his web shooters and holding Ox back.

"Hey! Why don't you pick on somebody on your own size?" Spider-Man asks as he drops down from the ledge. "I mean, if somebody like that exists."

Ox rips the webbing from his arm, his face contorted with anger. He walks back towards Fancy Dan and Montana, the only thing separating from getting to Smythe now being Spider-Man.

"Hey Harry," Spider-Man says, waving to the teen. "And girl I've never seen before."

"Lily Hollister," she smiles, extending a hand to meet Spider-Man's red and black covered hand. She takes out her phone, snapping a picture of the masked teen when Spider-Man tilts his head to the side, clearly confused.

"I'm trying to get a picture of every superhero I see in New York," she explains.

"Oh! Well, you didn't even get my good side!" Spider-Man grins, twisting his body into a more photogenicpose.

"Uh... I know you guys just met and all, but uh..." Harry interrupts, his voice laced with worry. "We have much bigger problems right now." He points to the three figures of the Enforcers, their weapons drawn. Fancy Dan lifts both of his guns from his holster, while Montana takes out his lariat, and Ox cracks his knuckles once more.

"So, let's see here... we have a Wrecker wannabe," Spider-Man starts, pointing to Ox. "A rejected cowboy," he continues, moving his finger towards Montana. "And the next candidate for the fashion police," he grins, his finger pointed towards Fancy Dan, gesturing to his all-purple suit. "Dude, haven't you heard? Orange is the new black. Whatever that means."

"Squash 'im, boys," Montana commands as he rushes towards the masked teen, his lariat flapping through the wind.

"'Squash him?'" Spider-Man asks, using his spider-sense to dodge a blow from Ox. "No points for creativity there, I've heard that one a _million _times."

Spider-Man turns away from the three assailants, rushing towards Harry and Lily and picking them both up with his super strength. He shoots out a strand of webbing towards a building, swinging them to a nearby park.

_I wouldn't want them to get hurt because of me- I wouldn't be able to live with myself. _

"Okay, you guys stay _here. _Or go home. Just don't get into trouble!" Spider-Man exclaims as he swings back towards the alleyway.

"When we were packing, Daddy said New York would be exciting..." Lily grins, turning towards Harry. "I didn't know he meant it would be _this _exciting! You must love it here!"

"I dunno, I'd rather live without having a super villain trying to kill me every five minutes..." Harry mumbles, taking out his phone. "Spider-Man told us to go somewhere safe. I can call someone to pick-"

"Don't worry, I got it," Lily says, texting away on her phone. "Somebody should be here in about four minutes," she smiles, sitting down on a nearby park bench. She pats twice on the wooden surface, motioning for Harry to sit next to her. Harry raises an eyebrow, reluctantly sitting down on the park bench.

"So, tell me about yourself..." Lily says, twirling her hair with her finger.

* * *

><p>"So, Phil, what did you do before you became a principal?" May asks, twirling strands of spaghetti with her fork.<p>

May Parker and Phil Coulson sit inside a restaurant in downtown, taking some time to eat after having a stroll around the city. Coulson pulls at his tie, trying to find a suitable answer for her question. He couldn't possibly tell her that he worked for S.H.I.E.L.D.

"Oh, you know... I went here and there," he answers, shoving a large forkful of spaghetti into his mouth before she has the time to ask another question.

May raises an eyebrow, a small laugh escaping her lips. "Well, okay then, if you want to remain mysterious," she smiles. "I've been-" May's eyes widen when she looks to the window just beside their table, noticing a red and blue figure fighting three _very_ angry men.

"Phil, look!" May says, pointing to the window! "It's Spider-Man."

"Mmmph?" Coulson mumbles, his mouth filled with food. He swallows his spaghetti before continuing, "I hope this doesn't become a regular thing," he sighs. "Us trying to go on a date and a super villain showing up to ruin it."

"Well, I _did _have fun last time..." May replies with a smirk. "Somebody needed to teach that Beetle some manners. And the way you moved, I thought you were some sort of super spy or something."

"What?! Me?! Pfft," Coulson laughs, awkwardly tugging at his tie once more. "No way. Not me, that's for sure."

May looks at him, raising an eyebrow. Phil gets up from his seat, tucking the chair in before moving behind May's chair.

"We should go," Coulson says, gesturing to the now-empty restaurant. "Everybody else did. And we wouldn't want to be caught in that out there, would we?"

"No, we wouldn't," May smiles. She puts her jacket back on before rising from her chair, which Coulson tucks in for her.

May walks to the restaurant exit with Coulson trailing closely behind, making sure she isn't in earshot.

"Fury," he whispers into his S.H.I.E.L.D. communicator. "The Enforcers are downtown."

"Don't worry Phil," Nick's voice sounds in through the communicator. "Spider-Man's got this. Don't you know? He's an Avenger now."

* * *

><p>"Stand still, <em>bug!<em>" Ox roars as he smashes the concrete where the masked teen once stood.

Spider-Man and the Enforcers fight in the middle of a street in downtown New York, the rumble of the battle attracting many civilians to stand and watch the fight. Spider-Man swiftly dodges a handful of bullets from Fancy Dan's gun, while using his webs to trip up Montana.

"Okay, a friendly PSA for everybody here. Spiders are not-" Spider-Man pauses, rethinking his words for a moment. "Nevermind. I'm not going to _force _you to listen to it," he laughs. "Get it? 'Cause... _force? _En_force_rs?"

"C'mon guys, laugh or something," he says, turning to face the crowd who look at him with blank stares on their faces.

_Geez. Tough crowd. _

"Y'know, maybe instead of judging my humour, you guys should be getting _away _from the crazy men trying to destroy the city instead of watching!" Spider-Man exclaims.

His spider-sense blares in his head, warning him of danger, but the masked teen doesn't react to it, as he finds something a _lot _more interesting. Purple dress, purple earrings, red lipstick, and white hair...

_What the?! Aunt and Coulson are here?!_

The teen's eyes widen behind his mask when he spots May and Coulson trying to get through the crowd. He internally facepalms, a case of the Parker luck striking once more.

_Great. Juuuuuuust great, _he sighs. _I can't let Aunt May get hurt here. _

"Looks like Spider-Man's too focused on somethin' else," Montana grins, following the teens' gaze. His lips curl up into a sinister grin as he looks over to the crowd of New Yorkers, a maniacal plan popping into his head.

"Ox, entertain us," Fancy Dan continues, raising his hat with his left hand. "Show them what happens when you mess with the Enforcers."

Ox grins, cracking his knuckles before charging forward. Spider-Man braces for impact, but his eyes widen when Ox charges in a different direction, towards the crowd. Panic fills the air as civilians run left and right, trying to escape the massive figure of the villain. The world runs in slow motion as Spider-Man charges forward, watching May and Coulson freeze directly in the line of Ox.

_NO!_

The masked teen feels the impact head on as he jumps in front of the Ox and is smashed into a nearby building, destroying its foundation. He looks over to his Aunt May, quickly walking away from the damage area with Coulson.

_At least Aunt May's okay... Can't say the same for my ribs though, ugh..._

"What's wrong, bug? Spidah-sense didn't tingle?" Montana grins.

Spider-Man rolls his eyes at the villain, dusting himself off with his hands. He slowly rises from the ground, his fists clenched.

"It's Spid_ER_-sense," he corrects. "And I could take you fools any day, with my eyes closed and my hands behind my-"

He slowly turns around as he hears a cracking behind him, the structure of the building he crashed into toppling on itself.

_Ohhh no. Oh no oh no. This is bad. _

The masked teen jumps under the building, holding it up with his two hands. Spider-Man feels the full weight of the building as he struggles to keep it up, straining with each second.

"Move!" he yells to the citizens underneath the building, about to be crushed. "Get out of the way!"

_Geez, you'd think a collapsing building would be enough to get people to stop watching, but noooooo._

Spider-Man's feet dig into the concrete ground, strained by the heavy building. His costume slowly begins to tear at his arms, but he doesn't let go.

_Now that everybody else is out out danger... how am I gonna get out of this? _he groans. His spider-sense goes off when he notices the Enforcers striding up to him, confident grins smeared across their faces.

"Looks like the end of the line, pal," Fancy Dan smirks, his gun aimed at the teen's chest. "Next time, you better stay out of our way."

"Or... or else what?" Spider-Man struggles to say under the immense weight of the building. "You'll attack me with your... fashion sense...?"

Fancy Dan scowls, his finger on the trigger, when the sound of distant police sirens stop him, his eyes widening. Captain George Stacy and his police squad step out of their police cars, a mass of police officers gathering before the villains.

_Geez, Captain Stacy brought a full army for these guys. Not that I'm complaining._

"NYPD! Put your hands up in the air!" George yells, levelling his gun at the Enforcers. The other police officers do the same, their guns aimed at the assailants.

The Enforcers look to each other, clearly re-evaluating their plan to kill Spider-Man.

"Ya know what, boys?" Montana says, turning to his partners. "This can wait 'fa later. Let's go. We have more important jobs to do."

George steps up to the villains, aiming to stop them before they escape, when he spots Spider-Man struggling to hold the building under its weight. He freezes in place, considering letting the attackers go.

_That building falling would cause more deaths than these tree men, _he thinks, using one hand to rub his chin. He turns back towards his police squad, his hand up in the air. "Stand down, officers. We need to help Spider-Man."

George turns back to face the Enforcers, but they're already gone. He sighs, pinching the bridge of his nose, then walks over to the masked teen.

"Spider-Man, you need some help there?" George asks.

"Uh, yeah," he grunts. "That would be helpful."

"Officers, I need every single one of you under this building!" George commands. He walks under the building, standing next to Spider-Man and propping his hands under the building to support its weight.

"Wait...! You aren't... strong enough..." Spider-Man says through gritted teeth.

"Combined with your strength, we'll have enough power to turn the building on its side," the man replies. "Trust me. I brought a lot of backup," he adds with a grin. "I know how crazy some battles can get here in New York.

The officers quickly gather under the building, following Captain Stacy's orders. With some effort, the combined strength of the police squad and Spider-Man pushes the building onto its side, causing some - but minimal - damage.

"Great job, officers," George says to his police squad, wiping his forehead. "No human casualties-and hardly any property damage." He looks to the building once more, a slight frown appearing on his face. "Okay, maybe we need to work on the 'property damage' aspect. But nevertheless, great job."

"I still did most of the work," Spider-Man huffs, folding his arms.

"Oh, don't worry Spider-Man, I know," George smiles, turning his attention to the masked teen. He notices his ripped suit, a result from the strain of the weight of the building, and the teen's heavy breathing. "You alright?"

"Yeah, I'm okay... I'm just gonna.. lie down here..." he replies, laying down on his back on the cool concrete.

_That was the most exhausting thing I have ever done. Ever! And I spent time on a team with Sam Alexander for like, an entire year! _he sighs, closing his eyes. _Man, I could really use a nap right about now..._

Spider-Man's thoughts are interrupted when he hears the familiar shuffling of two feet as they run across the street, stopping once they reach George.

"Captain Stacy!" Mary Jane exclaims, holding her camera up in the air. "I got some _amazing _footage of the fight between Spider-Man and the Enforcers," she grins. She raises an eyebrow, looking down to the laying form of Spider-Man on the street, "Is he okay?"

"I'm good," the masked teen replies, giving her a weak thumbs up. "Just, uh, resting."

"Didn't I tell you to stay in the car?" George says, a stern look on his face. "You could've gotten hurt. Don't you know how dangerous it is out here?"

"Captain, danger is my middle name," the redhead smirks. She turns back to the wreckage, noticing some civilians who have yet to leave. "I'm gonna go get some bystander comments. I'll be back in five minutes!"

Mary Jane runs off to meet the civilians, despite George's protest. He pinches the bridge of his nose, shaking his head. "She's a fiery one, that girl," he chuckles to himself. "At least I know she's safe. As for Peter... I'd better call him to see where he is."

Spider-Man opens one eye, hearing the man's last comment. _"Call Peter...?" Wait- I'M Peter!_

The teen quickly jumps to his feet, startling George. Spider-Man shakes the Captain's hand quickly but firmly, before finishing with a quick salute. "Nice to meet you, Captain. But, uh, I have to go now. Like, right now." He shoots out a web at a nearby building, about to swing away when George stops him.

"Wait!" George exclaims. "There's still tons of paperwork to be done, and you need to explain your reasoning for participating in police affairs-"

"Sorry. Didn't bring any pens," Spider-Man smirks before yanking down on his web line and shooting straight up into the air.

George sighs, pinching the bridge of his nose once more. He waves on the police officers with their guns trained on the teen, "Stand down. He's gone."

Spider-Man swings through the streets of New York, finding somewhere to land where he won't be spotted. He lands on top of a building, and takes his phone out of his pocket, awaiting Captain Stacy's call. Peter removes his mask to get some air, stuffing it into his pocket.

The phone rings, and Peter takes a deep breath before answering, "Uh, hey, Captain Stacy."

"Peter? Where did you go?" George asks, worry evident in his voice.

"Oh, y'know, just getting some pictures of Spider-Man," he sheepishly replies. At least that was true. He did get some action shots of the battle against the Enforcers with the camera he set up on a lamppost. "I, uh, left with Aunt May after the building collapsed."

George pauses for a second, and Peter almost thinks George didn't buy his story. He sighs with relief when George finally replies, "Okay. As long as you're safe." He pauses before continuing, "We'll meet at the Bugle again to finish this tomorrow, alright? I'm sure you kids wouldn't want to see what I do next: the paperwork for all this damage," he grins.

"What?! Dude- I mean, _sir_, I _love _paperwork!" Peter laughs.

"You do? Well then, come on up to the precinct, I saved a seat for you," George replies, unaware of the sarcasm in the teen's voice.

"Uh, I was joking."

"Yeah, me too," George grins.

"Did we just make a double joke? I think I like you even more now," Peter smiles. "U-Uh, not that I didn't like you before or anything, it's just that I, uh... never mind. I'll stop talking."

"Alright Pete," Captain Stacy laughs, shaking his head. "Remember. The Bugle, tomorrow, don't be late. I'll talk to you then, have a nice day," he finishes, hanging up the phone.

Peter pulls his cell phone away from his ear, a sigh of relief escaping his lips. He lies down on his back on top of the building, taking some time to rest his aching body.

_First Smythe wants to kill me, and now these guys want to kill me AND Smythe. It's like a never-ending circle, _he sighs. _Plus, the fact that my Aunt May is still seeing Coulson, _he adds with a shudder.

_Man, my life just keeps getting crazier and crazier._

* * *

><p>The Enforcers walk down a secluded path in the forest outside of the city, making sure not to alert any civilians passing by. Ox weaves through most of the thick bushes and branches, creating a clear path for Montana and Fancy Dan to follow.<p>

The men come to a stop in the middle of an barren area, before a green patch of grass. Montana looks over his shoulder once, ensuring that nobody is watching them.

"Boss, it's us," he calls out to nobody.

The Enforcers wait for a few seconds in complete silence, as if waiting for somebody, or something, to appear. A sly grin appears of Fancy Dan's face as a rumbling emits from the ground, the patch of grass rising up from the ground to reveal a gray warehouse. Once the warehouse is finished rising, the Enforcers hurry inside, Ox shutting the doors with a deafening _**SLAM!**_

"Geez pal, not so loud," Montana scowls. He walks behind Fancy Dan as they reach the main room of the warehouse, entering to stand before a large monitor in the centre of the room.

"Men, I see you've returned," a voice rings in from the blank monitor. "Did you finish your task?"

"Uh, not exactly, boss," Fancy Dan replies, his hat in his hands. "Spider-Man and the cops showed up right when we found a lead."

The voice sighs, clearly annoyed by their failure. "Can you men do _anything _right? ...Just one task is all I asked of you!"

"Well, it ain't our fault that wall crawler ruined everything!" Montana scowls. "The things we could do to him..."

"Patience, Montana. That will come in due time," the voice responds, cooling down the man's anger. "We must focus on Smythe. You men were unsuccessful in location Smythe, correct?"

"Yeah," Ox replies. "Can't find him anywhere."

"Was he not in Oscorp?"

A silence fills the room, as the Enforcers nervously look to each other.

"You insufferable _idiots!" _the voice booms. "He owns Oscorp, and you didn't think to look there?!"

"Uh, well, uh, you see," Ox stammers. "We didn't check. He's been AWOL for the past few days, so we didn't think-"

"That's right. You did _not _think," the voice interrupts. "Go, before you anger me further and I revoke your... _reward._"

Montana mutters something intelligible before exiting the room with his partners, a scowl on his face. They go down the same path, back on their way to look for Smythe once more.

* * *

><p>"Thanks for the ride, Lily," Harry smiles as he steps out of the car, peering into Lily's window. She slides down the car window, returning the smile. "I really appreciate it."<p>

"Don't mention it," she replies. "Although..." she starts, twirling a piece of her blond hair. "I _do_ expect you to give me something back."

"Uh... like what?" Harry asks, nervously rubbing the back of his head.

"Call me sometime," Lily smirks. "I'm transferring to Midtown next week, and I could use a new friend... not that I don't have any. You're just... different," she smiles.

"What kind of different?"

"The good kind," she responds.

"Well, thanks, I guess," he replies, trying to hide a smile. "Talk to you later." He turns back to the massive structure of Oscorp, when he stops himself, turning back to Lily.

"Uh, I just wanted to tell you to be safe," he starts. "Those three guys that came up to us earlier wanted me to get to Mr. Smythe, and you were there too... they could use you as a way of getting to me too. Y'know, because we're, uh, friends. So stay safe."

Lily's eyes widen for a second before her trademark smile returns, and she pushes away a piece of her hair. "Oh, I didn't know we were that close already," she grins. "I'll talk to you later, Harry."

Lily rolls down the window, the chauffeur driving the car away from Oscorp. Harry runs his fingers through his hair, sighing, before walking into Oscorp. The teen uses the elevator to reach the main room of the building, stepping out to see Smythe sitting on the couch in front of him, a tablet in his hands.

"Hello Harry," he says, without looking up from his tablet. "I was wondering when you would get home."

"Oh, uh, sorry Mr. Smythe," Harry says. He walks over to the couch, draping his hoodie over its edge. "I... ran into some people."

Alistair notices the slight distress in the teen's voice, and he looks up to face Harry. "I see. What kind of people?"

"These three men..." Harry responds, lowering his voice to a whisper. "They were looking for you."

"Oh, I see. That's nothing to worry about, Harry," Alistair sighs. "They're just some simple goons who are jealous of my success. I can see why they would be."

"Uh, Mr. Smythe, I think they were more than just 'goons'," Harry says, worry evident in his voice. "I think they wanted to hurt you."

Alistair rises from his position on the couch, leaving his tablet on the surface. He walks over to a chair on the other side of the room, picking up a black jacket that rests on top of it.

"Like I said, Harry," Alistair starts, draping his jacket over his shoulders. "Its fine. Nobody is going to hurt you or me. It's just a petty threat."

Harry watches as Alistair walks over to the elevator door, sighing. "Well, okay Mr. Smythe," he says reluctantly. "Where are you going?"

"I have a lot of... _work_ to do," Alistair replies, a slight smirk appearing on his face. "I'll be back soon. I expect you to stay inside until I return, is that clear?"

Harry nods, raising his eyebrow at the emphasis Smythe put on the word "work". "See you, Mr. Smythe."

Alistair exits the room, using the elevator to enter the lobby where he eventually exits the building. He walks outside with his head held high, not afraid of any "petty" threats made towards him.

He enters the car parked in the where a chauffeur waits inside, awaiting instructions.

"Brooklyn Bridge, as usual," Alistair says to the chauffeur. "I'm in a hurry."

Alistair rolls up the tinted bullet-proof windows, taking _some_ precaution to protect himself.

_I wouldn't want to be killed before I could finish my work,_ he grins. _Great, great things are coming..._

* * *

><p>Peter reaches the door of his home, using a web line to swing over to it. He yawns for the third time that minute, absolutely exhausted. As if the battle with the Enforcers wasn't enough, he had to help the Avengers stop a city wide fire in New Jersey, and hurry back in time to reach the house before Aunt May.<p>

He opens the door with his key, only to be met with complete darkness.

_Aunt May isn't home yet from her date with Coulson._ _Ugh, date with Coulson, _he shivers. _Oh well. At least I made it on time for once. _

He trudges up the stairs to his bedroom when he turns around, hearing noise from downstairs. "Uh... hello?" The teen walks back down the stairs, nervous.

_Come on Pete, you're a superhero._ _Don't be scared!_ He sighs when he hears a snicker from the mysterious figure in the room, rolling his eyes._ Okay, now you really have no reason to be scared. _

Peter turns on the light, illuminating the figures of his friends, Ava, Sam, Danny and Luke. Ava, Danny and Luke sit on the couch, while Sam

"Guys!" Peter exclaims, recognizing his old teammates faces. "What the heck are you doing?! You scared me!" He tilts his head to the side, narrowing his eyes at Sam. "Why do you have a mop on your head?"

Ava looks up from her position on the couch, rolling her eyes. "It was my idea to come over to see you since the five of us haven't been together in a while, but it was HIS-" she points to Sam. "-idea to play dress-up and scare you. Looks like it backfired. _Again._"

"Kinda like every one of his plans," Luke smirks, gaining a laugh from the other teens, except for Sam.

"_Haha,_" Sam scowls, taking the mop off of his head. "_Very funny_. And by that, I mean not funny at all."

"Yeah, we got that, bucket head," Peter laughs. He trudges over to the couch, sitting beside Ava, and letting out a huge yawn when he sits down.

"Peter, you look exhausted," Ava frowns, noticing the bags under his eyes.

"Yeah, being a superhero will do that to you," Peter says, suppressing another yawn. "So, what did you guys want to do?"

"Peter, if you are too tired, we could return at a later date," Danny says.

"What! No way!" Peter exclaims, his eyes widening. "Come on, I hardly ever get to see you guys anymore. Let's watch a movie or something," he suggests.

The teen narrows his eyes when he sees the hesitant faces on his former teammates, "I won't fall asleep. I _promise_."

* * *

><p>A few hours later, the four teens sit below the sleeping figure of Peter on the couch, watching the horror movie he picked. Sam clutches a pillow to his chest while Danny sits off to the side, more interested in meditating than the movie. Ava and Luke sit beside each other with their arms folded, looking disinterested in the movie.<p>

"Ugh, I don't understand horror movies. Why would she go _into _the cabin if she heard there was a killer in there?" Ava scowls, shaking her head.

"Shh!" Sam exclaims, putting his hand over her mouth. "I'm trying to watch!"

Ava narrows her eyes at the boy as Luke and Danny laugh. A few minutes later, Peter's communicator begins to buzz from the table, startling the four teens.

"Uh, it's probably the Avengers," Luke says. "Should we answer it?"

"No!" Sam exclaims. "That's what happened in the movie," he says, lowering his voice to a whisper. "It's a _trap_."

"I suppose we should answer it so the Avengers know Peter is okay," Danny says, ignoring Sam's comment. "Perhaps they need assistance in a battle."

Ava walks over to the table, picking up the communicator and turning it on. The room stays silent for a moment as the teens listen to the message from Steve Rogers.

"Pete, I know it's late, but if you're there, we could use some help. We've spotted the Enforcers near Oscorp, and we believe they're looking for Smythe."

The message finishes, leaving the teens in silence.

"Well, we should wake up Webs and tell him to get his butt over-"

"No!" Ava exclaims, interrupting Sam. "Did you see how tired he was? We can go instead, I'm sure the Avengers wouldn't mind."

"But the movie-"

"Sounds like a plan," Luke grins, punching his fist into his palm.

"But we didn't finish-"

"We must hurry if we want to reach Oscorp in time," Danny says, putting his yellow mask on his face. "If Smythe is at risk, then Harry may also be at risk."

The three teens walk towards the door, stopping once they realize Sam isn't following them.

"What! _Guys!_" Sam exclaims, throwing his arms up in the air. "As team leader, I command-" He stops himself when he sees the team staring back at him, their eyes narrowed. "Okay, fine. Let's go," he sighs.

* * *

><p><strong>AN: **So, here's part two of New Faces! I hope you guys are liking the new characters so far, I enjoy writing them :). This is off-topic, but have you guys seen Days of Future Past yet? I saw it, and I looooooved it! I especially loved Quicksilver, which is weird because I initially doubted him at the beginning, haha. Tell me what you guys thought!

Itfeelsweirdnothavinganyreviewstoreplyto

**-ThatOneGirl32**


	25. New Faces, Part 3

Alistair Smythe walks down the dark, empty street towards Oscorp Tower, a briefcase gripped tightly in his hands. His suit jacket blows in the wind as he peers over his shoulder every once in a while, to make sure he isn't being followed.

He begins to walk quicker when he hears footsteps behind him, nervous. Alistair rounds a corner, Oscorp coming into view. He his head around, noticing the silhouette of two men following him, and gaining. The man puts one hand in his pocket and ducks his head, walking even quicker, when he stops himself.

_Why are you scared? _he chides himself. _You are the owner of Oscorp. Nobody can hurt you. Nothing can hurt you._

Alistair stops, turning around to face the two men. A scowl graces his lips as they come into view, striding up to him. Ox and Montana reach Alistair, sinister grins on their faces.

"Hello, men. It's been a while since we last spoke," Alistair says, putting his briefcase down on the side walk. "Do you need something?"

"Don't play dumb with us, Smythe," Montana replies. "'Ya know why we're here."

Alistair steps back once Ox begins to walk up to him, a wicked smile flashing across his face. He holds his hands up in the air in desperation, nearly tripping over his own feet.

"Men, please," he says. "I assure you there's a better way to deal with this. Do you remember all the deals we made in the past? I have plans - many plans - and we could work together-"

"Sorry. We got a better deal," Ox grins, cracking his knuckles together.

"I'm sure you could get an even better one in prison," a voice sounds from the sky. The three men look up to see the Aven-jet slowly descending towards the ground, two figures jumping out of it. Captain America and Black Widow stand before the men, Widow with her guns drawn and Captain America with his shield drawn.

"Free food, a good place to sleep," Black Widow continues. "Sounds great, doesn't it?" she adds with a smirk.

"Widow, please don't try to make them _more _hostile," Captain America sighs.

"More? They're trying to kill him," Black Widow says, putting her guns back into her holster. "Don't know how you could get more hostile than that."

Captain America sighs, lowering his shield and walking over to the two men. Ox and Montana turn to face him, scowls on their faces.

"Now, men, we can resolve this without coming a fight," he says.

"Askin' villains not ta' fight?" Montana sneers. "I thought you were supposed ta' be the smart one. Or is that Iron Man?" he wonders. "Whatever, doesn't matter. Let's take them down, Ox. Start with the little girl," he commands, pointing to Widow.

"'Little girl?" Black Widow asks, drawing her guns. "_Excuse me?_"

"You shouldn't have said that, men," Captain America chuckles, shaking his head. "Widow, I'm sure you can handle these two."

"Oh, I'll do _more _than that," she scowls, striding towards the two men.

Captain America walks over to Alistair as Black Widow engages in battle with Ox and Montana, her guns firing wildly.

"Mr. Smythe, are you alright?" he asks, worry evident in his tone.

"Yes, I'm fine," he says, picking up his briefcase from the ground. "Thank you."

"Well then, if you're fine, I'd like to ask you a few questions," he asks, noticing Alistair's body immediately tense up. "What are you doing out so late, Mr. Smythe?"

"Captain, shouldn't you be helping your teammate?" Alistair interrupts, trying to change the subject.

Captain America looks over to Black Widow, watching as she wraps her legs around Montana's throat and brings him down hard on the ground - her signature move. She pulls out her guns on Ox, flipping and twirling in the air to avoid any incoming blows.

"She can handle it," he replies, turning back to face the man. "I'll ask one more time, what are you doing out so late, Mr. Smythe?" the Avenger asks, his arms folded. "I'm sure you were aware that the Enforcers were looking for you, correct?"

"Yes, I'm aware," Alistair responds. "But I won't allow that to distract me from my work."

"But, Smythe-"

"Am _I_ the one you should be focused on, Captain?" Alistair asks. Captain America narrows his eyes at the man, noticing his abrasive tone. "I'm not sure in you've noticed, but the Enforcers are a three man team. There are only two of them here at the moment."

"He's right," Black Widow says, striding up to the two men. "Too bad the two of them didn't put up much of a fight," she smirks, gesturing to their unconscious bodies. "Can't imagine the other one would too."

"Smythe, do you have any idea where Fancy Dan could be?" Captain America asks.

"Oscorp," Alistair plainly responds. His eyes widen when he listens to his own words, realizing the Enforcers' plan.

_Oscorp. Why would he go to Oscorp instead of coming here? ...Perhaps there's something in the building they could use against me - ruin my reputation. It'd be just as bad as death..._

"Something wrong?" Black Widow asks, noticing the man's demeanor.

"Harry is in Oscorp," Alistair lies. "They could hurt him, or worse..." He looks down to the ground, feigning worry.

"Then we'd better hurry," Captain America says to his teammate, turning back to walk into the Aven-jet.

"Not without the Nova Corps!" a voice rings in from the sky, causing the two Avengers to turn around. They look up to see the S.H.I.E.L.D. trainees flying towards them, Nova holding up each of them and flying over. They land on the ground, right in front of the Avengers.

"I'm not even going to respond to that team name anymore," White Tiger says, rolling her eyes at Sam's comment.

"Uh, you kinda just did," Power Man says.

"You're not helping," she replies, narrowing her eyes at him. She turns back to the two Avengers, noticing the puzzled looks on their faces.

"What are you kids doing here?" Captain America asks, his arms folded.

"Well, Spider-Man's been really tired ever since he got home today," White Tiger explains, lowering her voice to a whisper so Alistair won't hear her. "So we heard the message you sent on his communicator, and _we_ answered it instead. I know we aren't on the same team, but a mission is a mission, right?"

The Avenger pauses for a moment, considering her words. "Right. A mission _is _a mission. You kids can tag along with us for the rest of the night, then," he smiles. "Good leadership skills," he says, putting his hand on White Tiger's shoulder.

"Uh, well, uh, thanks," she stutters, unable to believe that _the _Captain America just complimented her.

"Is Ava... flustered?" Power Man asks, his eyes widening.

"Captain America will do that to you," Iron Fist smiles.

The Avengers, along with White Tiger, Power Man, Iron Fist, and Alistair walk into the Aven-jet, while Nova stays where he is, his arms crossed.

"'Good leadership skills?!'" he exclaims, throwing his hands up into the air. "But _I'm _the leader!"

* * *

><p>May steps out of the black car, a smile on her face as Coulson closes the door he opened for her. The couple strides towards the house door before May stops, turning to face him.<p>

"I had a great time today, Phil," she smiles.

"Me too, May," he responds. "Except for the whole fight part in the restaurant."

The two share a laugh before May stops, her face turning into one of worry. "Oh, I hope Spider-Man is alright."

"I'm sure he's fine," Coulson replies. "Well, I should get going now..."

Coulson turns around to walk to his car, when May pulls on his arm, stopping him.

"Wait! Coulson!" she exclaims. "We should do this again sometime," she smiles.

"Uh, uh... well..." Coulson blushes, unable to find the right words to use. "Yeah. Sounds like a plan."

May waves to Coulson as he enters his car, driving away. She narrows her eyes at a small logo on the back on his car: a white eagle. What was that supposed to represent? She had sworn she's seen it somewhere before, but that wasn't important right now.

The woman uses her key to unlock the door, closing it softly once she enters. She walks into the living room to put her bag on the table, her eyes widening when she finds Peter asleep on the couch and the TV on, its soft glow illuminating the room.

_He came home on time, _she smiles. _What a surprise._

She walks up the stairs, her heels making a clacking sound against them. May stops when she hears movement from the couch, most likely from Peter.

"Oh, I'm sorry Peter, did I wake you?" she asks.

"Uh, it's fine Aunt May," he yawns, rubbing his eyes. "Where are the others?"

"The others?" May asks, puzzled. "Were they here?"

"Yeah, they were..." Peter looks around, searching for any sign of where his former teammates could have gone. His eyes widen when he spots his Avengers communicator on the table, slightly illuminated. He looks back to his Aunt May, who hasn't seemed to have spotted the device yet.

"OhnevermindAuntMaytheymusthaveleftbye!" he exclaims, grabbing his communicator and dashing up the steps, leaving a _very_ confused May on the steps.

"He is just something else," May silently chuckles to herself, shaking her head and walking up to her room.

_Phew, that was close,_ Peter groans, slumping against his door. _Aunt May could figured out that I was an Avenger! Now she just thinks I'm crazy. Great._

The teen walks over to his bed, looking at his communicator with confusion as he sets in down on the surface. He turns the device on, listing in to the message.

"...spotted the Enforcers near Oscorp, and we believe they're looking for Smythe."

The message ends, leaving Peter to flop onto his bed. He ruffles his hands through his hair, sighing.

"They must have left without me..." he sighs. "Kind weird, since _I'm _the one on the Avengers!"

Peter pulls his mask over his face and replaces his web shooter fluid before he leaves. He opens the window, sticking his head outside and feeling the cool breeze pass.

_I could meet up with them now if I hurry. It's not that late, right? _He looks to the time on his phone, his eyes widening once he sees it. _1:00 in the morning._

_Crap._

* * *

><p>"Kids, stay close to me," Captain America orders, his shield drawn. "Don't leave anybody unprotected, and most importantly, try not to alert Dan that we're here. Harry may be in danger."<p>

The two Avengers, along with the S.H.I.E.L.D. trainees slowly make their way through the building of Oscorp, looking for the third and last Enforcer. They weave their way in and out of doors, looking for Harry's room.

"Widow, where's Smythe?" Captain America asks.

"He's downstairs. I've got Power Man and Iron Fist watching him," she replies. "Can't trust him alone."

Nova flies in between the two Avengers, interested in their conversation. "What do you mean? Webs hasn't told us much about this detective party."

"It's much more than a detective party," Captain America chuckles. He turns to Nova and White Tiger, his face turning serious. "Kids, there are some bad people in the world. People who will want to use you. That's exactly what Smythe's trying to do. But we won't let that happen, because we're persistent. We won't give in. When you're Avengers someday, I hope remember that."

Captain America and Black Widow move ahead leaving the two teens in their thoughts. They look to each other, smiles slowly creeping upon their faces.

"Did he just say we're going to be _Avengers_ one day?!" White Tiger exclaims.

"Uh, I'm pretty sure he also said something about people wanting to _use _us!" Sam exclaims, putting his hand over his mouth when White Tiger puts her hands on her hips. He lowers his voice to a whisper, "You heard what I said."

"Yeah, I know what Cap said, Nova," she sighs, lowering her arms. "I already know the risks that come with being a superhero. But if we could have other people - like the _Avengers _- by our side, I'm sure it'd be much easier."

"Whatever. I didn't know you were such a nerd for the Avengers," Sam says, rolling his eyes. "You and Peter are a perfect match for each other."

The Latina rolls her eyes, ignoring him and walking up ahead to catch up to the two Avengers.

"You know what _I _want to do? I wanna have my _own_ team," Nova grins, showing off all of his pearly whites. "Not that I don't have one right now, y'know. I _am _the leader, after all."

"Shh!" White Tiger exclaims, crouching behind a door. She peers into the slightly ajar room, finding the last Enforcer, Fancy Dan, inside. More importantly, she finds Harry in the corner, trying to defend himself from the man.

"But I'm trying to tell you-"

"Shh! Look, in there!" she says, pointing to the room. "Get Cap and Widow, we need to stop him before he hurts Harry!"

Nova nods, flying away to call Captain America and Black Widow. White Tiger bursts into the room, her claws bared. Harry's eyes light up as Fancy Dan's grin fades into a scowl, and he pulls out his gun.

"Man, all these kid superheroes..." he grumbles. his finger on the trigger. "..Can get _really _annoying. If I can't take down Smythe, I can at least take you down," he grins. "You don't happen to have a spider-sense, do you? Would make dodging this bullet a _lot _easier."

White Tiger jumps and ducks to avoid the incoming bullets, her hair flapping around in the air. Her eyes widen when she lands, watching the Enforcer turn his gun on Harry instead. She reaches her arms out to stop him, when a familiar red, white, and blue shield enters the room, knocking the gun out of the assailant's hands. Fancy Dan and White Tiger look back to see Nova along with Captain America and Black Widow standing at the door, in battle-ready poses.

"Looks like I don't need spider-sense," White Tiger smirks, standing beside Nova.

Captain America picks up his shield from the ground, walking slowly towards Fancy Dan. He secures the shield on his back, raising his hands as he walks over.

"Dan, I don't want to fight you, alright?" he says. He kicks away the gun with one foot, sending it to the other side of the room. "Just let the boy go, and we can talk. This doesn't need to come to a fight."

"Talk? you want to talk to me?" Fancy Dan laughs. "So what, you can put me in jail right after we're done?"

"Yes," Black Widow says, folding her arms. She continues when everybody looks at her, "Listen, he already knows he's going to jail. How about we stop playing nice and just get our information?"

She walks up to him, her guns trained on his face. "Who are you working for? Why are you so bent on killing Smythe?"

"No, Natasha, we need to take a more civilized approach to-"

Black Widow pulls out her guns as soon as the fist connects with Captain America's face, sending him to the ground.

"Civilized, hmm?" Black Widow mocks as she helps her teammate up to his feet. By the time he's up, Dan has already grabbed his gun from the corner of the room, aiming at Harry.

"You let me go, I'll let the kid go," the man threatens.

Black Widow lowers her guns, considering the man's request, as do Nova and White Tiger with their hands. White Tiger's eye light up behind her mask as she watches a white strand of webbing enter the room through the open window, sending Fancy Dan's gun onto the floor.

"Now, is that any way to treat your host?"

The four superheroes look up to see the red and blue figure of Spider-Man perched on the windowsill, in a classic Spidey pose. He jumps into the room, landing before the Avengers and the S.H.I.E.L.D. trainees.

"Sorry I'm so late, got hungry on the way here," he jokes, earning glares from the others. "Bad time? Okay."

He walks over to his girlfriend as the two Avengers help Harry up off the ground.

"_So. _You left without me," he whispering, trying not to draw the attention of Nova.

"You were tired," she replies. "What was I supposed to do?"

"_Maybe_ wake me up so I could go be with my team? Y'know, since _I am _the one of the team."

"_Maybe _I was just looking out for you," she replies, anger rising in her tone. "I don't know if you've realized this, Mr. Big Time Avenger, but we don't need you to save us from every battle. We can handle things _ourselves._"

"Except for the part where you _didn't_," the teen replies, gesturing to Harry's shaken state.

"Fine, you know what?" she scowls, her hands on her hips. "Next time, I won't-"

"Could you guys stop fighting for a second? This is kinda important," Nova interrupts. He points to the fleeing form of Fancy Dan, attempting to escape through the window. "Geez, you know something's wrong when _I'm _the only one listening."

"I've got him," Spider-Man announces, walking over to the window. He stops and turns to face his girlfriend, who appears to be more heated than ever.

"Listen, Ava," he sighs, lowering his voice to a whisper so Harry won't hear. "I'm sorry. I know you were just looking out for me. I just don't want you to get hurt. Or anybody, for that matter. Not because I couldn't do something."

"You know, I'm a superhero _too_. I can protect myself," she says, playfully punching his arm. "But apology accepted, I guess. For now."

"For now?" the masked teen asks, puzzled. "What's that supposed to-" his eyes widen when his spider-sense goes off in his head as he turns his head to the side, watching the criminal fall out of the room and down to the streets of New York.

Spider-Man jumps out of the window, using his sticky feet to stick to outside of the building. He shoots out three strands of webbing, stopping Fancy Dan mid-fall and pulling him back up, holding his body up by his suit jacket.

"S-so what? You gonna kill me?" Fancy Dan asks, his voice shaking.

"Nah, that would make me a menace. Which _I am not!_" he yells to the electronic screen in front of the Oscorp building, hoping Jameson will hear him."Huh, I guess he's doing something _other _than insulting me right now. Weird."

He looks back to the squirming Enforcer, desperately trying to get out of Spider-Man's reach.

"Mr. Criminal, you should probably stop moving," the masked teen sighs, tightening his grip on the man's suit jacket. "It's like you _want _to fall."

"Listen, just let me go, alright?" Fancy Dan pleads.

"Uh... I don't exactly think that's the right choice of words in this situation, buddy," Spider-Man says, tilting his head to the side. "How about we make a deal?"

Fancy Dan raises an eyebrow, staring at the masked teen. "Like what?"

"You tell me who you're working for, and I'll let you go. I mean, not _let _you go, as in drop you, but- you know what I mean."

Fancy Dan continues to stare at the teen, his smirk turning into a full-blown laugh. "You serious? I'm not telling you anything."

"_Tell me who you're working for_," the teen says once again. He frowns when he is met with silence, "Please?"

Once again, Fancy Dan remains silent, not wanting to give the identity of his boss away. The masked teen shrugs, sighing.

"Well, you can't say I didn't ask nicely." He lets go of Fancy Dan, sending him plummeting down to the streets below with an ear-piercing scream.

"_Spider-Man!_" Captain America yells, sticking his head outside the window. "What do you think you're doing?!"

_Okay, maybe that wasn't the best idea, _Spider-Man winces. "Uh, don't worry. I'm not _actually _gonna let him go splat. I only did that so he would _think-_"

"Go!" Captain America commands, pointing down to the falling figure of the criminal.

"Oops! Right, sorry." Spider-Man jumps from his position on the building, shooting his webs towards the ground to propel him further to Fancy Dan. He catches the man, landing on a small building near Oscorp. Spider-Man walks to the edge of the building, holding the Enforcer away from the edge so his legs dangle in the air.

"See, now we're on a _much _smaller building, so I'd have a shorter time to catch you," Spider-Man says, looking directly into the man's eyes. "So I'll ask you one more time. _Who are you working for?_"

"Ock! It's Ock!" the man exclaims. "Just don't drop me! Arrest me or something!"

_Ock? Why would Ock want to kill Smythe? _he thinks, confused.

"Your wish is my command," Spider-Man says as he lowers Fancy Dan to the oncoming police cars, in a web cocoon. He jumps down to the street, where the Avengers and his former teammates wait for him. Harry and Alistair stand to the side, engaged in conversation, concerned looks on their faces.

"Son, next time you make a plan like that, make sure you run it by us first, alright? We don't want anyone- including us - getting the wrong ideas," Captain America sighs. "But nonetheless, good job," he adds, his frown turning into a smile. "Did you get us the information we needed?"

"Yeah, turns out that he was working for Doc Ock, which is kinda weird..." Spider-Man replies with a shrug. "What could his motive be?"

"We can discuss this tomorrow," Black Widow says, summoning the Aven-jet by pressing a button on her communicator. "For now, I've installed more security cameras in the Oscorp building - ones only _we _can see. Smythe and Harry need all the protection they can get."

"Even if it is being run by that creep," Nova shudders.

The Aven-jet lands behind the superheroes, its large turbines creating a gust through the air. Captain America and Black Widow walk towards the vehicle, stopping once they realize their teammate isn't behind them.

"Spidey? you coming?" Captain America asks.

"Uh, I'll just go home with these guys," Spider-Man replies, gesturing to the other teenagers.

"That's alright. Get home safe, okay?" Captain America says before boarding the Aven-jet with Black Widow. The Aven-jet takes off into the sky, leaving the teens on the street.

"We'd better go," Power Man says. "I can hear the boys in blue coming already."

"You're right," the masked teen replies. "But hold on, I have to make sure Harry's okay."

Spider-Man walks over to where Alistair and Harry stand, a worried look on his face as he spots the small bruise on Harry's cheek.

"You okay?" he asks.

"Uh, well-"

"I assure you, Harry's fine. We have to go now, it's _very_ late," Alistair interrupts, ushering Harry away from Spider-Man and into Oscorp.

_Well, geez, okay then. _"Uh... bye?" Spider-Man says, scratching his head. _What's his problem?_

"What was that all about?" White Tiger asks as Spider-Man walks back to his team.

"Smythe didn't wanna talk to me, no surprise there," Spider-Man sighs, rolling his eyes. "Let's go."

The five teenage superheroes travel away from the Oscorp building, leaving the police officers to Fancy Dan when they arrive.

"It's the same man from before, just as I thought," George says as he steps out of his police car. He rubs his chin, noticing the webbing that holds the criminal from falling down to the streets. "Spider-Man was here."

"That's true, sir. We've spotted the teenage superheroes down the street," a police officer reports to George. "Do we pursue?"

"No, we have bigger problems to deal with right now," he says, turning to face Fancy Dan. "For example... how are we supposed to get him down?" Captain Stacy asks with a sigh, scratching his head.

* * *

><p>"PARKER! Who do you think you are coming in with pictures like <em>these<em>?!" Jameson yells, making the two teens wince. "They're _all_ crap!"

Peter and Mary Jane stand inside Jameson's office at the Bugle, once again having to endure one of his temper tantrums. Captain Stacy stands outside the office, patiently waiting for the teens to come outside.

"Well, fine..." Peter sighs, taking his pictures off of the desk. He winks at Mary Jane, giving her a knowing look.

_Three... two... one..._

"I'll take all of them," Jameson says, snatching the pictures out of the teen's hands. "Get outta my office, see Robbie for your payment. By the way, Captain Stacy's waiting outside for you."

"Bye, sir!" Mary Jane exclaims as she walks out of the office with Peter.

Once Peter collects his payment from Robbie, the two teens walk over to George, who patiently waits by the front desk of the Bugle, engaged in conversation with Betty.

George's eyes light up as he sees the two teens walking up to him, "You kids ready for another day with me?" he smiles. "We'll try not to get into any super villain fights this time, I promise. I need to keep you kids safe."

"Are you kidding?!" Mary Jane exclaims. "I got so much footage last time! If we have more days like that, I'll be sure to be promoted."

"To a Daily Bugle who gets yelled at _slightly _less than an intern?" Peter asks.

"To _above _an intern, dummy," Mary Jane laughs, playfully punching Peter on his arm.

"Kids, the car is waiting outside," George says, changing the subject. "Today I'm taking you to the precinct. Come on, we don't want to be late."

Mary Jane walks ahead of Peter and George, giving them some time to talk.

"So, Peter, I saw those pictures you took yesterday... you got some of the Enforcers _and _some of Fancy Dan at Oscorp," he smiles. "Pretty amazing."

"Uh, thanks Captain Stacy," Peter replies. His raises an eyebrow, believing there to the conversation than just a compliment. _What's he getting on to?_

"_But..._" George starts, confirming the teen's beliefs. "I just have to ask, what were you doing out so late, Peter?" he asks in a serious tone of voice. "I know taking pictures is your job, but I find it strange that you were able to take pictures at such a late time."

"Well, what can you say?" Peter starts, a playful smirk on his face. "Guess I'm a night owl," he says, yawning. "Maybe not."

George watches as the two teens enter the police car, his brows furrowed.

_Why was Peter out at such a late time yesterday? _he thinks, a frown forming on his face. _Does his aunt know about this?_

George enters the vehicle, starting the car with his keys. He quickly drives down the street, watching as Peter and Mary Jane converse in the backseat. The man shakes his head, lost in his thoughts.

_Maybe there's something wrong. Maybe Peter is involved with... _he shakes his head once more, blowing air out of his mouth. _I'll have to look further into this._

* * *

><p><strong>AN:** And here is the conclusion to New Faces! Seems like more and more people keep getting suspicious, huh? Now, this is finally something on topic for once! Have you guys seen season 3 of Ultimate Spider-Man yet? I have, and I really liked the first three episodes, but I won't spoil anything for the people who haven't seen it yet ;).

**-ThatOneGirl32**


	26. Gifted, Part 1

Peter Parker stands at his locker in Midtown High, trying not to appear too paranoid. But he couldn't help it, his spider-sense had been tingling _all _day. From the second he stepped outside of his house to go on patrol, to the second he arrived at school. And it just wouldn't _stop._ He sighs for what must be the seventh time that minute, casually checking over his shoulder for any sign of danger.

_Nothing. Again. _

He nearly jumps out of his skin when a delicate hand taps him twice on his shoulder. Peter turns around to face one of his best friends - Mary Jane Watson - and a girl he's never seen before.

"Geez Peter, why are you so jumpy today?" Mary Jane asks, titling her head to the side. "I thought Flash stop beating you up a while ago."

"Uh, yeah, he did..." Peter replies, scratching the back of his head. "Sorry MJ, I guess I'm just paranoid today."

"What for?"

Peter's eyes dart to the source of the question - the blonde girl that walked up with Mary Jane. She looks at him with piercing blue eyes, nearly identical to the ones of Captain Stacy. Her curly blonde hair stops at her shoulders, with a black headband that rests on top of her head. The girl wears a white tank top along with blue jeans, her backpack slung across her shoulder. She notices the confused expression on Peter's face, extending a hand as she smiles.

"I'm Gwen. Gwen Stacy," she says.

"Oh!" Peter exclaims, shaking her hand. "Yeah, I remember, your dad told us about you."

"So, why are you paranoid?" Gwen asks as she walks down the halls with Peter and Mary Jane.

"Uh, to be honest, I dunno," Peter says. "I, uh, kinda have a sixth sense for this stuff. But not literally! I mean, uh... never mind."

"So do I," Gwen smirks.

"What do you mean?" Mary Jane asks as the three teens round a corner.

"Well, it doesn't make me paranoid or anything," the blonde explains. "But it is kinda like a sixth sense. It helps me tell whether or not somebody is a good person."

"So... what is it saying about us?" Mary Jane asks, curious.

"Well..." Gwen smirks. "You're alright."

The three teens continue on their way to the cafeteria for lunch when Mary Jane stops them, looking at a poster plastered on the wall near the cafeteria doors. It reads, "**JOIN THE DANCE COMMITTEE**" in bold black letters, against a purple background and a silhouette of a girl dancing. The redhead's eyes instantly light up as she turns to face her friends.

"You guys should join with me!" Mary Jane suggests.

"You know what? Sure," Gwen replies. "It's not my kind of thing, but I'll join."

"Peter, what about you-" Mary Jane watches as Peter peers into the cafeteria, clearly occupied by something else. "I guess he doesn't want to join," she sighs.

"Is he okay?" Gwen asks, tilting her head to the side.

"Yeah, that's just Peter..." Mary Jane laughs, shaking her head. "He's always lost in his own world."

Mary Jane takes a pen out of her backpack, lifting it up to the poster to sign her name and Gwen's name.

"WAIT!" Peter exclaims, his spider-sense going into overdrive.

The two girls look to Peter, both narrowing their eyes at him.

"Uh... you might get a paper cut," he nervously laughs. _Great. Now my spider-sense is making me look like a weirdo in front of Gwen, _he sighs.

"Peter, you are _so _weird sometimes," Mary Jane laughs, signing the two names of the poster.

Peter, Mary Jane, and Gwen walk into the school cafeteria, looking for their friends amidst the handful of kids sitting at the lunch tables. Peter spots Ava, Danny, Luke, Sam, Harry, and Lily sitting at a lunch table in the far corner of the room, talking amongst themselves.

"Over there," Peter says, pointing in their direction.

"Who's that girl?" Mary Jane asks as they walk to the table, confusion evident in her voice.

"It's Lily Hollister," Peter answers. "She's friends with Harry."

"Oh, she is? How do you know?"

"Well, I met her-" Peter's eyes widen as soon as the words escape his mouth, and he clears his throat, "Well, _I _didn't meet her, I, uh..."

The two girls turn to Peter, waiting for an answer.

_Smooth one, Parker, _he sighs. "I... saw her. One time."

"Alright then," Mary Jane replies, raising an eyebrow.

The three teens reach the table where their friends sit, both groups greeting each other before Peter, Mary Jane, and Gwen sit at the table. A silence fills the area as the teens look to each other, unaware of what to say.

"Sooo..." Sam says, breaking the silence. "You gonna introduce yourself or what?"

"I'm Gwen," Gwen says once more. "MJ's already told me about all of you guys. Except for you."

Gwen uses her head to gesture to the blonde-haired girl sitting beside Harry, texting away on her phone. She looks up once she realizes everybody's staring at her, flashing a quick smile.

"I'm Lily," she says. "Man, you guys are just like one big family, aren't you?"

"Yeah, I guess so," Peter smiles.

The teens eat in silence before Gwen speaks up, "So, is it true that every super villain uses New York as their personal playground?" Gwen asks, taking a bite into her sandwich. "My dad kept crying to me about how I need to stay safe - I know self-defense, so I'll be fine."

"You know self-defense?" Danny asks, intrigued.

"Mhm," Gwen replies before swallowing. "I want to know how to protect myself."

"I think I like you already," Ava smiles.

"So, who's your favourite superhero?" Sam asks, changing the subject. "Is it Nova? Mine is Nova. He's the best."

Peter, Ava, Danny and Luke roll their eyes at the teen, letting out exasperated sighs, much to the confusion of the other teens at the table.

"Well, _mine _is Power Man," Lily grins. "I dunno about Nova, though."

"Same here," Luke agrees, a smirk upon his face.

"Yeah, whatever..." Sam mutters, folding his arms. He looks to Gwen, his eyes lighting up once again. "What about you, Gwen?"

"Hmm... Spider-Man," she answers. "Or White Tiger. Girl can kick butt," she smirks.

"_That_ webhead?" Sam scowls. "What about Nova?" the teen asks, leaning in closer to the teenage girl.

"Nah, he's a bucket-head," Gwen simply replies, taking another bite out of her sandwich.

Sam's face turns from one of excitement to one of disappointment in three seconds, much to the amusement of his friends.

"You... _You're _a bucket-head!" Sam exclaims, storming out of the cafeteria.

"Geez, what's his damage?" Gwen asks, her eyes widening.

"He just _really _likes Nova," Peter laughs, shaking his head.

"Well, Sam's got the right idea," Mary Jane says, standing from her position on the table and throwing her trash into a nearby garbage can. "We should start getting ready for class, the bell's gonna ring soon," she continues. "We'll show you two around school!" Mary Jane smiles, looking at Lily and Gwen.

The teens stand up to leave the cafeteria while Peter and Ava stay seated. Peter raises an eyebrow at his girlfriend, signalling that they need to talk. Ava furrows her brows, looking straight into Peter's eyes.

"What's wrong?"

"Ava, I have a _major _problem," Peter says, rubbing his hands through his hair.

"Did you web your shoes to your feet again?" Ava asks, narrowing her eyes. "'Cause after the first time, it's not an accident."

"What?! _No_. And the third time, it _was _an accident, okay?" Peter sighs, exasperated. "It's my spider-sense. It won't stop ringing, but I can't find any source of danger. _Anywhere._"

"Are you sure you've searched everywhere?" Ava asks. She purses her lips when her boyfriend nods once.

"Well, maybe your body's experiencing some kind of change. You know, puberty," she smirks. She laughs when she sees Peter narrow his eyes, "Don't worry, it'll pass soon."

* * *

><p>The feeling didn't pass. Peter changes into his spider suit after school, wanting to blow off some steam before meeting up with the Avengers at the Tower. He flies high above the cars on the street, taking an extra precaution to avoid any danger caused by his spider-sense.<p>

He sits perched on top of a large building, scanning the streets for danger. Unluckily, that's made even harder by his spider-sense, alarming him of every single threat. A potential bank robber, car crash, texting while walking...

_Ugh, how am I supposed to focus with my spider-sense like this?!_

He instantly stands up straight when his spider-sense goes into overdrive, causing a pounding headache.

"_What_!" he exclaims, clearly frustrated. "Spider-sense, _what_ could you possibly want?!"

An explosion rings out from a building nearby, sending a slight tremor throughout New York.

"Oh. _That_," the masked teen says, scratching the back of his head. "Okay, I'm sorry, spider-sense. I forgive you."

Spider-Man swings towards the source of the explosion, his eyes widening in alarm when he sees who - or _what _- it is.

"Well, I definitely wasn't expecting _that_," Spider-Man says, staring up at the massive figure of the Sentinel before him.

"Destroy all mutants! Destroy all mutants!" the Sentinel repeats, in a never-ending cycle. It scans the streets of New York for mutants, scaring the civilians down below into a mass frenzy.

"So, I'm guessing you want to destroy all mutants," Spider-Man says as he swings up to the shoulder of the robot. Its purple and gray metallic armour shines in the sunlight, the Sentinels gray eyes reflected in the teen's mask lens. Spider-Man tilts his head to the side as the Sentinel slowly turns its head to face him, its eyes slowly lighting up with a bright orange light.

"Mutant detected," the Sentinel states, staring directly at the masked teen.

Spider-Man looks around, clearly confused. "Uh... me?" he asks, pointing to himself. "I'm not a mutant."

"He wasn't talkin' to you, bub," a voice familiar to Spider-Man's ears rings out from above. "Move."

The teen's eyes widen as he does a back flip off of the shoulder of the robot, watching the claws go through the head of the Sentinel. Its lights fade out before it crashes to the ground, luckily missing any civilians. The masked teen drops to the ground beside the fallen Sentinel, narrowing his eyes at the grinning X-Man who strides towards him.

"Y'know, I could've handled that," Spider-Man grumbles, folding his arms. "With a lot _less _damage, by the way."

"Yeah? You were taking your sweet time, so I decided to speed up the process. Got a problem with that, bub?"

Spider-Man once again narrows his eyes at Wolverine, before letting out an exasperated sigh, backing down. "No, I guess not. Thanks for the help," he says. "Why do you call me bub, anyways?"

"It's what I call everyone," Wolverine grunts, ripping off a chunk of the Sentinel's arm and throwing it back to Spider-Man. "Take this. We gotta take it back to the Mansion."

"Uh, 'we'?" Spider-Man replies, catching the piece in his hands.

"Yeah. I've been tracking you all day, tryin' to get your attention. The Aven-"

"_See! _Now I _know _I wasn't going crazy!" Spider-Man exclaims, feeling a sense of triumph. "You were setting off my spider-sense! Have you been following me, Wolvie? I didn't know you were such a fan."

"I'm not. Trust me," the man scowls, his claws retracting back into his skin. "The Avengers need you at the X-Mansion. There's a problem."

Spider-Man raises an eyebrow in confusion as Wolverine begins to walk away from him and the Sentinel, no particular destination in mind. The teen runs up to Wolverine, walking at his pace.

"Wait, what?" Spider-Man asks. "Why are we going there? Why do the Avengers need me? How are we gonna get there?"

"Is all your gonna do ask me questions?" Wolverine sighs. "You don't think I'd come here without a ride, do you?"

Spider-Man opens his mouth to responds when he feels a strong gust upon his face, looking up to see a large, black jet descending from the sky. The wings of the jet point out to the sides like an arrow, the nose of the plane pointing straight forward.

"Woah..." Spider-Man stares, his mouth agape. "Still not cooler than the Aven-jet," he mutters silently.

"You forget that I have enhanced hearing, bub?" Wolverine growls, opening the door to the jet. "Go inside and don't say _anything_."

Spider-Man imitates zipping up his mouth and throwing away the key, gaining a small smile from Wolverine. The teen straps himself into his seat with a seatbelt, looking out the window as the jet slowly ascends from the ground, on its way to the Mansion.

* * *

><p>Gwen and Mary Jane sit on the bleachers after school, watching the football team practice for the big game in two weeks. The cheerleaders cheer the team on, while Gwen and Mary Jane talk amongst themselves, almost like best friends do.<p>

"Who's the quarterback?" Gwen asks. "He's kinda cute," she smiles.

"You mean Flash Thompson? Yeah, he's alright, I guess," Mary Jane replies, avoiding eye contact with Gwen, her gaze focused on Flash.

Gwen raises an eyebrow at the redhead's comment, intrigued. "I'm guessing you two have some tension," Gwen proposes, noticing the girls' demeanor. A small smirk forms across her lips when Mary Jane sighs.

Mary Jane looks down at her sneakers, then back up to Gwen. "Okay, kinda. He, uh... does some _stuff _after school," Mary Jane replies, for lack of better words. "And I don't want him to get hurt."

"Ohhh..." Gwen nods. "He does some _stuff_, huh?" She raises an eyebrow, putting the word "stuff" in air quotations.

"I don't mean _that _kind of stuff!" Mary Jane exclaims, a laugh escaping her mouth. "I... just can't tell you," she sighs.

She turns to Gwen, who appears to be focused on something else. Mary Jane follows the blonde's gaze to the centre of the football field, where Flash stands with his secret superhero teammate - Felicia Hardy. Her white hair shines in the sunlight, making her an obvious target for the teen's eyes.

"Is that his girlfriend?" Gwen asks.

"Uh, no- well, I dunno. She's more like his partner," Mary Jane says. At least she could tell Gwen _that _much.

"So, his girlfriend," Gwen smirks.

"No! I think Flash would be happier than _that _to see his girlfriend," Mary Jane says, noticing Flash's demeanor. "He looks angry from here."

_Meanwhile..._

"Felicia?! What are you doing here?!" Flash exclaims, trying not to draw the attention of his teammates. "Your leg is broken!"

"Does it look broken to you?" Felicia asks, lifting her leg off of the ground. She winces when she puts it back down, "Okay, maybe a little. But I'm feeling a _lot _better today."

Flash sighs, rubbing his hands through his hair. He cocks his head to the side, noticing the smug smirk on Felicia's face.

"Okay, okay... fine. So now what?" he asks.

"I'm gonna train you," Felicia answers, laughing when Flash widens his eyes. "You're still a newbie. Plus, if you want to be _my _teammate, you have to be good."

Flash sighs, shaking his head. "With your leg like that? I don't think that's a good idea."

"Oh, come on, Flash! Stop treating me like I'm some delicate flower!" Felicia huffs, throwing her arms into the sky. "I've been at this longer than you. I'm fine, okay?"

Flash nods reluctantly, earning a smile from Felicia, glad that this debate is finally over.

"Good. I'll meet you here when you're done with practice," Felicia says. She turns to walk away when Flash stops her, his hand on her shoulder.

"Felicia, wait," he says. His eyes dart to the bleachers before they focus on Felicia, his voice lowering to a whisper. "We can't be seen in public together all the time. MJ knows about us now, and other people are gonna catch on."

Felicia looks to the bleachers, raising an eyebrow as Gwen and Mary Jane quickly avert their eyes, attempting to make it look like they weren't just staring at her.

"That's fine with me," she says, freeing herself from the boy's grip. "Don't forget, after practice, you and me. I can find a more... _suitable_ area for our training," she smirks.

Flash watches as Felicia walks away from the football field, a look of confusion on his face.

_What does she mean by "suitable"? _he thinks, raising an eyebrow.

* * *

><p>Spider-Man stares in awe at the X-Mansion, admiring its breathtaking landscape. He looks to an area where kids sit and talk, and to the trees surrounding the Mansion.<p>

_Just like my school, only... bigger. _

Students greet him as he walks by, and he responds with a friendly "Hello!" or "Thwip!" imitating shooting out webs from his web shooter. Wolverine rolls his eyes, scowling at the teen's behaviour.

"Don't embarrass me, kid," he sighs.

"I think you do that enough with that suit of yours," Spider-Man grins, earning an even deeper scowl from the man. "Uh, kidding."

The X-Man and the Avenger walk up to the mansion doors, Wolverine stopping Spider-Man by putting his hand on his chest. Wolverine stares right into his mask lenses, his expression serious.

"You're gonna see a lot of mutants in there, alright?" Wolverine says, continuing when the boy nods, "Starting now, I don't want you to talk. That mouth of yours causes more damage than a battle between us X-Men and Magneto. Got it?"

Wolverine narrows his eyes at the teen when he doesn't respond.

"Uh, you told me not to talk," Spider-Man whispers.

The man sighs, pushing the doors to the Mansion open. Spider-Man's jaw drops to the ground as he walks inside, greeted by the mass amount of mutants.

_This... is... AWESOME!_

Spider-Man's head snaps to the side as his spider-sense goes off in his head, warning him of incoming danger. He watches as a teenage girl, most likely the same age as him, sprints down the hall in an attempt to escape another teen - one with ice covering the entirety of his skin. Her brown ponytail bobs in the air as she runs towards Spider-Man and Wolverine, a humongous smile on her face. She doesn't flinch as she runs through the body of Spider-Man, her body completely disappearing into it and avoiding contact.

"Woah! Sorry about that, Spidey!" the girl exclaims, shooting him a wink before disappearing into a book cabinet.

"Hey Spidey!" the ice-covered X-Man exclaims, before rounding a corner to follow the girl's lead.

"Bobby, Kitty, what did I tell you about running in the Mansion?" Wolverine growls.

"Sorry, Professor Logan," they say in unison before entering a classroom.

"Sorry about that, they-" Wolverine turns around to see Spider-Man still in shock from his encounter with Kitty Pryde and Bobby Drake. He rolls his eyes as he sees the "O" shape forming in the fabric of Spider-Man's mask.

"You okay?"

"What did she- she just- I-"

"Kitty Pryde. She's an X-Man," Wolverine starts, walking down the hall and not even bothering to tell the masked teen to follow. "Her power is intangibility. She can turn herself intangible and phase through objects. Other one is Bobby Drake - Iceman. He's annoying, like you, but he knows how to get the job done."

"I'm gonna take that as a compliment," Spider-Man grins.

"It wasn't one. _I mean it_."

The two continue to walk down the halls of the Mansion, the teen admiring the different mutant powers in the school. From super speed, to shape-shifting, to hydrokinesis, the students are nearly too much for Spidey to handle.

"You enjoying your stay so far?" Wolverine asks.

"_Yeah! _This is _awesome! _I can't believe that people wouldn't like you guys," Spider-Man exclaims, referring to the hate that mutants receive for simply being mutants.

"Looks like you get the same flak from Jameson," Wolverine sighs. "Pretty _stupid_, considering we're the ones who save the city constantly."

"Tell me about it," Spider-Man agrees, sighing. _Wait. Did I just agree with Wolverine about something? _he shudders. _That's how you know something's wrong._

The two continue to walk down the halls of the mansion, Spider-Man nudging Wolverine on the shoulder with his elbow, trying to get his attention.

"What?" Wolverine growls, clearly annoyed.

"_Soooo_... I heard Kitty and Bobby call you 'Logan' back there," Spider-Man starts, a smirk on his face. "And all this time, I thought your name was really Wolverine."

"Is there a point to this conversation?" the man sighs.

"They called you 'Professor' Logan," the teen continues. "As in you're a teacher?"

"Yeah. So?"

Spider-Man stops dead in his tracks, looking at Wolverine with an incredulous expression upon his face.

"_'So_?!' I can't believe they let _you _teach!" Spider-Man exclaims, throwing his hands up in the air. "Out of all people, they let _you _teach? With _children_?"

"You'd better believe it, bub," Wolverine smirks. "I teach History." He chuckles when the masked teen begins to shake his head, walking a few steps to stop by a door.

Spider-Man follows his lead, eyeing the nameplate that reads "**PROFESSOR LOGAN**" in big, black letters. Wolverine opens the door to his office, stopping when Spider-Man tries to step inside with him.

"I want you to wait for me here. Don't say anything, don't touch anything, don't talk to anybody. In general, just do _nothing._"

Wolverine closes his door, a bit harder than necessary. Spider-Man sighs, slumping against the wall into a sitting position. He waits, and waits, and waits, and waits... until finally, the teen stands up, tired of waiting for Wolverine to come back.

He looks down the hall to where a group of mutants converses, an eyebrow raising behind his mask.

_I'm sure he wouldn't mind if I snuck away for two seconds, right?_

* * *

><p>Felicia hangs onto Flash, her arms wrapped around his waist as they swing through the city. She narrows her eyes as a familiar gray building comes into view, its appearance clashing with the lively nature of New York.<p>

"Here." Felicia lets go of Flash, dropping into a roll on the top of the building. She stands up and dusts herself off while Flash swings over to the building, catching up to his partner.

"What are we doing here?"

"Like I said. We're training." Felicia takes off the backpack slung across her shoulder, setting it down on the ground in front of Flash. "In there is all the stuff I use when I'm out in the open - my grappling hooks. Can you do the same with the symbiote? Take it off?"

"Uh, I've never tried..." Flash closes his eyes in an attempt to force the symbiote off of his body. "Is it gone?"

He opens one eye to see Felicia staring at him, her eyes narrowed. Flash opens his other eye, looking down to see no change underneath his football uniform. "Uh... I guess it likes me," he smiles.

"Looks like you made a new playmate," Felicia smirks. "You know, it's funny. I've always wanted one of my own. Now you get to be mine."

Felicia lunges toward Flash, using her leg to sweep his out from under his feet. Flash easily dodges this attack as his danger-sense warns him of it beforehand, giving him an opportunity to jump out of the way.

"Are you sure we should be fighting? With your leg like that and me still wearing the symbiote?" Flash asks, worry evident in his tone.

Felicia jumps over the teen, knocking him down with multiple punches to the stomach. "Just don't use it, if you can handle that," she smirks. "Plus, like I said before, I'm _fine._"

The two continue to spar in silence when Flash clears his throat, breaking the silence.

"So, why here?" Flash asks, dodging another incoming blow from Felicia.

"Look at the side of the building," she says, blocking a kick from Flash with his arm. "You'll know why."

The boy jumps to the side of the building, peering over the edge. His eyes widen as he reads the words, "**THE VAULT**," watching as multiple guards patrol the area.

_Dunno how I missed that._

"A prison," Flash says, grabbing Felicia's leg in mid-air and bringing her down to the ground with full force. "Wait! Isn't your dad in prison?"

"Bingo," Felicia grins, using her free leg to kick Flash and rise from the ground. "Although it took you longer to get it than I thought it would."

"Haha," Flash deadpans, rubbing his face. "Also ow!"

"I used to come here every day," Felicia starts, clenching her fists. "Wanted to see what I was up against if I ever decided to come and bust my dad out of prison. Turns out, people don't like it when you try to do that," she smirks. "I barely made it out of here on my own, _twice._ But back then, I was a rookie, like you. I was obsessed with getting my dad out of prison and back to my mom that I didn't realize how dangerous this really was."

Flash stops sparring for a moment as he listens to her speak, mesmerized by her words. He looks down to the ground, closing his eyes.

"Pretty stupid, huh? All I want is to have a nice little family - like the ones we see on TV. Too bad we don't always get what we want."

_It's not stupid, Felicia. It's what I've always wanted too._

"Can't let the things we want get in the way of things we'll never have. That's why I keep a set of rules..."

Flash snaps back to reality as his danger-sense warns him of Felicia's oncoming attack, but it's too late.

"Rule number one: Don't get distracted," Felicia says.

He lands on his back as a result of the kick from Felicia, looking up at the girl as she strides over to him. Felicia shakes her head, wearing a smirk on her face.

"Come on, rookie. Is that all you've got?" she taunts.

Felicia moves to the edge of the building, raising her fists. Flash gets up with a sigh, preparing for what could only be considered a one-sided duel.

* * *

><p><strong>AN:** Here's a new chapter for you guys! So... here we see the introduction of the X-Men! Don't worry, there'll be a lot more X-Men appearing in the next chapter too :). By the way, this fic just reached **100k** words! Thank you all for your support, I wouldn't be here without you guys! :)

Onto reviews:

**BowtieBeats:** I watched them online, you'll probably be able to find it if you search in Google :). And hmm, I'll have to think about it ;)

**Dr4g0nb411z: **Thanks! :)

**Guest:** Well, in those chapters I wanted her to use guns :) I'll be sure to include her stingers next time, though!

**latinoheat151:** Thank you :)! And no, I'm not in the UK, I watched them online.

**Whispering Wolf13:** Yeah, I love season 3 too! It seems really different from seasons 1 and 2, but it a good way! And haha, I really really love cliffhangers!

**ArianandXaia:** I watched them online! And haha, I'm still mad about them killing her in the comics. I don't think I'll ever get over it. And don't worry, I wouldn't do that to you guys, haha. Gwen is here to stay!

**ilikehats2: **Haha, I feel the exact same way about Gwen. I've never read the Fault in Our Stars or watched it, but I pretty much know everything that happens in it. Is it good? Thanks for the reviews, I love reading your thoughts as you read the chapters :)

**sport21: **Thanks! By his first costume, do you mean the one without the spider emblem on it? If you do, I agree with you, haha. When he fully got the Agent Venom costume, I was pleased :)

**Idea:** Thanks for the idea! I'll have to think about it first.

**Kyuubi-Titan: **Thanks! :)

**Luxraylover: **Haha, I know exactly how you feel, I have exams too! As for your recommendation, I know exactly what you mean ;). But you'll have to wait just a biiiiit longer before anything like that comes up!

**-ThatOneGirl32**


	27. Gifted, Part 2

_Don't get lost, don't get lost..._

Spider-Man makes his way down the X-Mansion, admiring the different mutants in the school. He doesn't stray too far from Logan's office, not wanting to get lost. It was bad enough that he disobeyed the man in the first place, couldn't even imagine what special _kind _of mad Logan would be if he got lost.

The teen moves from hallway to hallway, looking for something do to. He raises an eyebrow when he spots a series of pictures in the next hallway, his interests piqued. Spider-Man narrows his eyes at the first picture in the hall, a slight smile appearing on his face. The portrait depicts the X-Men team over the years, its frame stretched out to accommodate all of the members.

Spider-Man recognizes a familiar face standing in front of the X-Men, also known as the mutant Professor X, or Charles Xavier. To his left and right, some other unrecognizable mutants stand behind him, the familiar ones being Bobby and Kitty.

_I guess Professor X is the Cap of the X-Men, huh?_

Spider-Man looks further down the picture, his eyes widening as he spots Logan standing next to two other mutants, one with a red and yellow visor, and the other with long, red hair.

_Is Logan... smiling? I must be dreaming._

The teen continues to examine the other mutants in the picture, moving back to the beginning of the hall once he's satisfied.

_The rest can wait for later. I've got some exploring to do, _he smirks.

Spider-Man continues his way through the halls of the Mansion, walking slowly past the other mutants in the school. He raises an eyebrow when his spider-sense goes off, alerting him of a girl about to drop her textbooks. In one swift motion, the teen uses his web shooters to catch the books before they hit the floor, pulling them back into his hands. He strides over to the student, who waits with a smile on her face.

"You dropped these," he says, handing the books over to the girl.

"Sorry, I can be kinda clumsy sometimes," she smiles, taking the books into her hands. "I'm Sophie, by the way," she adds. The mutant turns around to face the end of the hall, cupping her hands around her mouth, "Cuckoos! We're gonna be late for class!"

Spider-Man's eyes widen as he watches four exactly identical girls walk up to Sophie, each with the same short blonde haircut and matching uniforms.

"Uh... hi. Hi. Hi. Hi," Spider-Man repeats, waving to each of them as they walk past.

_So is their mutant power being identical quintuplets or something? 'Cause, well, that's not exactly a useful mutant power..._

"Oh, Spider-Man, we can do a _lot _more than that," Sophie smirks.

"Wait! You read my mind?!" Spider-Man asks in shock, clutching his head. "How did you do that?"

The five girls look to each other, sharing a laugh before continuing to stride down the hall.

"Wouldn't _you _like to know," Sophie grins. "See you later, Spidey."

Spider-Man stands in the middle of the hallway, clearly confused. He shakes his head and turns around, only to be met with the presence of another teenage girl with bright pink hair. Rainbow-coloured wings protrude from her back, and black streaks run in her hair, contrasting with the bright smile on her face.

"Hi!" she exclaims, startling the masked teen. She lets out a small giggle at his response, "Sorry, didn't mean to scare you. It's just... I see you on TV all the time with the Avengers, and I wanted to say hi!"

"Oh, a spider-fan, huh?" Spider-Man smiles, happy to be acknowledged. "Want an autograph?"

"I'm not _that _much of a fan," she smirks. "Jameson doesn't exactly sell you out to be the hero of the week."

"I'm pretty sure nobody does," Spider-Man sighs.

"Well, you don't have to worry about that," she smiles. "You have a good word here, especially from Professor Logan! He keeps raving about how much of a good kid you are."

The masked teen freezes, staring at the teen with wide eyes. "He... he does?" Spider-Man gasps.

The girl tilts her head to the side, her brows furrowed in confusion. "Yeah, of course. Why are you so surprised? You know you're a good guy, we _all _do," she smiles. "I'm Megan, by the way."

"Thanks, Megan," Spider-Man smiles.

"So..." Megan starts, wanting to engage in conversation. "Are you lost? You look lost."

"Actually, I..." Spider-Man says, looking around to gain a sense of his whereabouts. He sighs when he finds that he can no longer spot Logan's office, solidifying the fact that he _was _lost. "...am lost."

"Don't worry," Megan laughs. "It's a big place! Here, I'll show you around the school."

The two teenagers walk through the X-Mansion, Megan pointing out a scared spot in the building every once in a while. The pair walks part a room with the nameplate, "**DANGER ROOM**," and the masked teen stops, intrigued. He peers inside the room, his eyes widening when he sees a girl with claws training in the room, similar to those of Wolverine. Her black hair flies through the air as she pushes her claws into the body of an incoming robot, while using her free hand to rip a robot's head from its body.

"Oh my God! What have they done to Wolverine?!" Spider-Man exclaims in mock shock, using both of his hands to cover his mouth.

"That's Laura, or X-23," Megan giggles. "She's kinda like Logan's daughter. Well, not really. I mean, she _was _created from his DNA, but would that make her his daughter? I don't think so, what do you think?"

"Uh..." Spider-Man says, scratching his head. "I don't know what to think. Is her name really X-23?"

"Yeah," Megan nods. "I know, I know, some of us have weird names. Although, they're nowhere near as weird as your suit."

"Hey, don't judge! Spandex is awesome!" Spider-Man exclaims, gaining a laugh from Megan.

Megan and Spider-Man walk through the Mansion engaged in deep conversation, when Megan decides to change the subject to something more personal.

"So, what are you doing here?" Megan asks. "Are you a mutant?"

"Nah, but I guess I'm close," Spider-Man replies. "I came here with Wolvie, he said the Avengers and the X-Men have some business to do."

"Oh! Well, where is he now?"

"I dunno. He went in his office to get something, but I left to come talk to you guys."

"Wait." Megan stops dead in her tracks, hey eyes widening. "You mean you _left_?Without Professor Logan's permission?" she asks, her mouth forming a small "O".

"Uh, yeah... so?" Spider-Man's question is answered as he hears a low growl emit from the end of the hall, looking back to find an _extremely _angry Logan, now changed into his civilian clothes. He begins to tread down the hall, low growls escaping his mouth.

"Wow, that's odd, you look like a decent human being for once," Spider-Man jokes, gaining a slight giggle from the pink-haired X-Man. "Though, you could work on that scowl of yours. Just a piece of ad-"

Spider-Man is cut off as Logan grabs the fabric of his suit and begins to pull, literally dragging him away. The teen smiles behind his mask, waving to Megan before the two round a corner. Spider-Man squirms in the man's grip, sighing when he finds that he can't escape it.

"You can let go now!" Spider-Man exclaims, struggling under the man's grip.

"I gave you _one _simple order..." Logan growls. "Why couldn't you follow it?"

"Maybe because you didn't say please," Spider-Man smirks.

Logan sighs, continuing to drag the teen through the vast hallways of the X-Mansion. Strange looks are thrown his way as he drags Spider-Man across the main room of the Mansion, gaining the attention of the other mutants.

"Don't mind us. Get back to class," he says, the students instantly following his orders.

"How did you even find me?" Spider-Man grumbles, his arms folded.

"Enhanced sense of smell, bub," Logan sighs. "Same way I was able to track you all day. Now stop talking before I lose my temper."

"This isn't you losing your temper?"

Logan lets go of Spider-Man, his jaw clenched as he stares at him. For a second, the teen swears he can see the veins throbbing in Logan's neck.

"Okay, okay, I get it," Spider-Man says, raising his hands in a defensive position. "I'll shut up now."

Logan and Spider-Man walk through the halls in silence - much to Logan's pleasure - and stop when they reach the door with the nameplate, "**PROFESSOR XAVIER**". Logan puts his hand on the door, turning to the teen.

"Your Avenger buddies are in here," Logan says. "At least _try _to be serious for once. Don't embarrass them _or _me. Understood, bub?" Logan smiles when the teen nods. "Good."

He pushes open the door, gaining the attention of the people inside the office. The teen's mouth falls open as he's greeted with the vast amount of mutants in the room, ranging from Scott Summers to Jean Grey to Professor X himself. Everybody turns to stare at him and Logan, warm smiles flashing across their faces as they spot the masked teen.

_I should say something. Something inspiring... something that they'll remember._

"Uh... hi."

* * *

><p>Ava Ayala, Sam Alexander, Luke Cage and Danny Rand stand in their defensive positions, preparing for their one-on-one fights. Ava stands paired with Luke, while Sam stands paired with Danny. All signs of special abilities are gone as Sam's helmet rests on the table in the corner of the room, along with Ava's amulet.<p>

"Now," Danny starts. "The purpose of this training session is to become more in tune with your de-powered self. We must learn to fight without out powers."

Sam sighs, clearly annoyed by the training exercise. Ava is the complete opposite as she stretches out her body and ties up her hair, preparing herself for the fight.

"That's fine with me," Ava grins. "I'm strong enough without my amulet."

"Well then, let's put that to the test," Luke says, cracking his knuckles.

The two pairs engage in combat as they exchange punches and kicks, pushing each other to the limit. Ava and Luke fare against each other well while Sam has more trouble with Danny. He throws a punch at the blonde-haired teen to which Danny dodges easily, instead causing Sam to hit a nearby vase which falls to the ground, smashing into a million pieces. The teens stop all action and turn to Sam, preparing for what was about to come next.

"ALEXANDER!" Nick's voice booms from the main room on the Helicarrier. The teens laugh, practically hearing the anger in Nick's voice.

"Uh, sorry Director Fury," Sam exclaims with a wince. "How did he know it was me?" Sam asks, lowering his voice to a whisper.

"Natural instinct, I guess. Plus the fact that you break _everything_," Luke snickers.

Sam rolls his eyes at Luke's comment, walking over to the corner of the room where the cleaning supplies are. He grabs a broom and a dustpan, walking back to the broken vase, only to be met with his teammates who try not to laugh at him - and fail miserably. Danny, however, is more sympathetic as he notices Sam's demeanor.

"Sam, are you okay?" Dan asks, putting his hand on Sam's shoulder. "You seem... troubled."

"Sorry," Sam sighs. "I'm just still ticked off about Gwen. How can she not like Nova?! Everybody likes Nova!"

"Aww, did Gwen crush your ego?" Ava smirks. "Good."

"'Goooood'," Sam says, mocking Ava's voice. "Y'know, you shouldn't be talking to your team leader like that."

Ava rolls her eyes, putting her hands on her hips. Sam said the same thing _every single day_. What would it take for him to realize he _wasn't _the team leader? Ava opens her mouth to respond when suddenly, the light disappears from the room, leaving the teens in darkness.

"Hey, who turned out the lights?" Luke asks.

"I don't think anybody did," Danny says, his tone serious. He uses his fists to create a light, allowing the teens to see what's happening. The team jumps in unison, startled by the loud noise coming from outside of the Helicarrier.

The four teens walk over to the large window in the room, guided by Danny's light. Their eyes widen in unison when they see purple and gray robots flying next to the Helicarrier, their dull orange eyes devoid of any expression.

"What are those...?" Sam asks in awe.

"Sentinels," Ava answers simply. She moves to the corner of the room, already putting on her White Tiger suit along with her amulet. "I read about them in the S.H.I.E.L.D. files. Their main objective is to destroy mutants, which is _obviously _not good. We have to take them out - every last one of them."

As if on cue, Director Fury's voice rings out from the team's communicators, "Team. I'm sure you're aware of the problem. Take care of it. We'll have S.H.I.E.L.D. agents on standby to help you. Fury, out."

Danny and Luke move to put on their own suits, when Sam snaps his fingers, gaining the attention of his teammates.

"What?" Luke asks.

"As team leader, I-" Sam starts, stopping once he sees the glares on his teammates' faces.

"Okay just put on your suits and lets go," he quickly mumbles, putting on his helmet.

* * *

><p>Felicia and Flash continue to spar on top of the prison, both panting heavily. Although she's tried, Felicia remains in her defensive position, fists raised. Flash, on the other hand, stands in a crouched position as he rests his hands on his knees, clearly done with training for the day.<p>

"Okay... can we... stop now...?" Flash asks through tired pants.

Felicia frowns, considering his request for a moment. "Hmmm... alright, fine," she smirks. "We can stop."

"Thank you," Flash says with an exasperated sigh, flopping down to rest on the ground. He closes his eyes, wanting to rest.

Felicia sits next to him, a smile on her face. "You did well today, Flash. Although... I _was _just going easy on you since this was your first time. Next time, it'll be _way _harder."

Flash groans, gaining a soft laugh from Felicia.

"I'm joking. I'm not gonna put you through..." Felicia trails off as something more interesting catches her eye, so much so that she rises from her position. A low hum emits from the sky, the ground slightly shaking.

"Was that you?" Flash asks, confused.

"Uh... no. That was _them_." She points to the sky, the mass amount of Sentinels filling the air. Commotion can be heard from below as the prison guards spot them too, clearly terrified by their presence.

Flash opens his eyes, staring up at the Sentinels flying into the city. "What the..."

"Sentinels," Felicia says. "I've heard about them. Their main goal is to destroy all mutants."

"You're not a mutant, are you?" Flash asks, staring at the giant robots passing by.

"No, which means we're safe," Felicia says. "And that this has nothing to do with us. We should get-"

When she turns around to face Flash, she finds that he's already covered with the symbiote and jumped off of the building, following the Sentinels' path by swinging along with them.

"-as far away from here as possible," she finishes with a scowl. "Why do I continue to put up with this?" she groans as she follows Flash's lead, changing into her Black Cat suit.

* * *

><p>Spider-Man takes his seat in between Logan and Bobby, overwhelmed by the sheer amount of X-Men in the room, engaged in light conversation with the Avengers. To his far left, Thor and Ororo Munroe sit together, both displaying their powers. On the other side of the room sits Tony and Sam speaking to a man that Spider-Man doesn't know, who can't seem to sit still. Clint and Natasha sit with Kitty, Clint's eyes widening when she demonstrates her power for him, while Bruce, Jean and Scott converse about controlling their powers. Steve and Logan sit together as usual, engaged in conversation like old friends.<p>

_Geez, this isn't even all of the X-Men. I didn't know that there were so many... _he gapes, looking around the room.

He raises an eyebrow when he spots Erik Lehnsherr, also known as Magneto, sitting beside Professor Xavier. He titles his head at the man, confused. The teen recalls Logan talking about the X-Men clashing forces with Magneto. Wasn't he a villain?

Spider-Man turns to Logan, nudging him with his elbow. At first, Logan doesn't respond, but eventually gives in, sighing, when the teen doesn't stop.

"What?" he asks, annoyed.

"I thought he was a bad guy," Spider-Man whispers, gesturing to Erik with his head.

"Yeah, well... depends on your definition of _bad,_" Logan replies. "All he's trying to do is protect the mutant population. He has a worthy cause... but his methods are questionable which makes him a 'villain' to the public, and sometimes to us. But I guess I get it. Sometimes ya gotta do what ya gotta do."

Spider-Man sits back in his seat, once again staring at Erik. _"His methods are questionable?"_ _Coming from Wolverine? That's how you know you're doing something wrong, _he shudders.

Professor Xavier clears his throat, gaining the attention of everybody in the room.

"Now that we're all here," he starts. "We can begin. Now, if you could please close your eyes... It would allow me to better communicate with you all."

"Uh... what does that mean?" Spider-Man asks, confused.

"Just do it," Bobby grins.

Spider-Man doesn't protest, shrugging and following Professor Xavier's orders. But when he closes his eyes, he isn't met with darkness, but with something _much _more stunning. The masked teen looks around in awe as he stands with the Avengers and X-Men in the middle of a plain field, standing before a tall building with the name, "**TRASK INDUSTRIES**".

_Woah... I knew Professor X was powerful, but I didn't think he was THIS powerful._

"Cool, huh?" Bobby asks, tapping the teen's shoulder.

"Cool? I'd say it's more n_ice_," Spider-Man jokes, trying to hold in his laughter. "Get it? 'Cause ice? Iceman?"

"Yeah, yeah, you're not the only one with ice jokes."

Xavier leads the group through the field and into the tall building, where they are greeted by a mass amount of people. Workers filter in and out of the building, each wearing a beige "TRASK" uniform. The group literally walks through the mass of people, unaware of their presence.

_What the... how are we doing this? Xavier must be using astral projection or something like that._

"Don't worry, they can't see us," Xavier says, solidifying the teen's suspicions. "I simply transported our astral bodies here. Nobody can see or hear us, because we aren't actually here."

_"Simply?"_ _Wow, this guy makes this kind of thing sound easy._

The superheroes walk through a series of doors, making a few turns before they finally reach their destination, a room labelled "**PROJECT S**". Xavier nods once, signalling for the group to go inside of the room. Spider-Man's mouth falls open as he enters, staring at the room's troubling appearance.

Rows upon rows of Sentinels stand lined up against each other, shoulder to shoulder. Their dull gray eyes light up with orange light as they march outside of the building and into the city.

"Now you see why I called you all here," Xavier announces.

"Yes, of course, Charles," Captain America says, putting his hand on the man's shoulder. "We're always here for you."

"Very well," Xavier smiles. "Now, as you can see, Trask Industries created these Sentinels. More specifically, Bolivar Trask. However, they're not supposed to be programmed. We've dealt with a problem like this in the past... or in the future, if you will."

The Avengers turn to Professor Xavier, clearly confused by the man's statement.

"He means from that alternate future where Sentinels basically ruled the world and enslaved mutants," a man with silver hair interrupts, a smirk on his face. "We stopped them, no biggie."

"Don't be cocky now, Pietro," Ororo replies.

"Huh. I like that guy," Iron Man grins, nudging Black Widow on the shoulder.

Xavier clears his throat, gaining the attention of the superheroes. They turn to him as he continues, "Anyway, as I said, Boliver Trask designed the Sentinels to 'save' humanity from mutants. The Sentinels targeted us mutants, and unfortunately, we did lose some... but in the end we were able to stop him."

"We made a... _friendly _agreement for him to stop putting out the Sentinels," Logan grins, popping out his claws.

"Yes... _friendly_," Xavier smirks. "I don't know what caused Trask to once again send out these Sentinels. They're supposed to be deprogrammed... unusable."

"Well, whatever the reason, he needs to be stopped," Captain America says. "Trask is a danger to all mutants around the world, and the people around them. He could be causing mass destruction by the second."

"Does that mean he's like a Smythe for the X-Men," Spider-Man says, earning equally confused looks from the members of the X-Men. "Sorry," he grins. "It's an Avenger thing."

"Well, would you like to share-" Xavier's comment is interrupted as the ground begins to rumble, sending the group off balance. They look around in confusion, searching for the source of the tremor.

"What was that?" Logan asks. "An earthquake, here?"

"No... not exactly," Xavier says, putting two fingers to his temples and closing his eyes. "Something's happening at the school. We must go back, _now._"

* * *

><p>"Gwen, what did I tell you about touching those?" George asks, exasperated.<p>

Mary Jane and Gwen sit in George Stacy's office in the New York Police precinct, spinning around in wheelie chairs. Gwen holds up a folder from a filing cabinet off to the side of the room, casually looking into it. Mary Jane looks at her camera, examining the pictures of the precinct she had taken so far. The two girls hold strawberry smoothies in their hands, ones that they bought on their way to the precinct.

"Don't touch it if it's classified," Gwen sighs, as if it's the one hundredth time she's had to say that.

"And yet you still did, which is why I'm confused," George says, earning a giggle from Mary Jane.

"Oh, dad, come on, I'm a teenager, you can't expect me to listen to _everything _you say," Gwen smirks.

"Well then, you might as well listen to me this _one _time," George replies, taking the folder out of his daughter's hands. He puts it back in the filing cabinet before walking to his office door, putting on a black coat. "I'll be back in a few minutes. Can I trust you girls not to touch anything?"

"No," Gwen replies, earning an eye roll from her father.

"Mary Jane, keep her in line," George chuckles before closing the door to his office, leaving the two girls inside the room alone.

Gwen looks out the office window, shutting the blinds once she sees her dad isn't looking. Mary Jane raises an eyebrow at the girl's behaviour. The blonde-haired teen uses her wheel chair to move over to the filing cabinet, pulling it open with her hands. She turns to Mary Jane, a smirk on her face.

"So, Mary, what do you wanna see first?"

"Gwen, we can't look at those!" Mary Jane exclaims, closing the filing cabinet. "Those are _classified_."

"You _know _you wanna see them," Gwen says. "How about just one?" she sighs when Mary Jane shakes her head. "Come on, there's a lot of interesting stuff in here, _trust me_. Nobody will notice. I've close the inside window, and nobody will be able to see us from out there," she says, pointing to the window on the other side of the room that shows a view of the busy New York streets.

Mary Jane purses her lips, looking at the shut blinds. "Okay," she says, turning to Gwen. "_Just _one."

Gwen smirks, reaching over to the filing cabinet to pull out a random folder. She closes her eyes and grabs one, pulling it out and handing it over to Mary Jane. She raises an eyebrow when she sees the shocked expression on the redhead's face.

"What? What is it?" Gwen asks, pushing her wheelie chair up to Mary Jane's.

Mary Jane holds up the folder in front of Gwen's face, gaining a confused tilt of the head in reply. "Oh, right, you're new here. It says _Spencer Smythe, _as in the father of Alistair Smythe!"

"Oookay... walk me through why that's a _bad _thing."

"Well, Alistair Smythe owns Oscorp. That's where Harry lives!" Mary Jane exclaims. "Maybe there's one on him too..."

"Well, whaddya know..." Gwen says, picking up Alistair's folder from the filing cabinet. "Like father, like son."

"I don't understand," Mary Jane says, narrowing her eyes. "Why would they have a file on Smythe? I thought he was a good person. At least, Harry always says so."

"I dunno," Gwen shrugs, taking a sip of her smoothie. "Maybe he..." The straw falls out of her mouth as she looks out the window, her mouth agape. "Holy sh..."

The sky darkens as a cloud of Sentinels flies over New York, sending the citizens into a mass panic. Police officers file out of the precinct, following Captain Stacy's orders to protect the city. Mary Jane rises from her chair, her hands on her camera.

"What. Are. Those?" Gwen asks, unable to move.

"Definitely something Jameson will want me to get pictures of," Mary Jane replies, walking over to the office door.

"Wait!" Gwen exclaims, grabbing her shoulder. "You mean you're going out there? In _that?_"

"No, _we're _going out there," she replies with a smirk. "There'll be superheroes there too, so Jameson will be interested for sure."

"Uh, I'm not going out there," Gwen scoffs. "_You _have fun."

"Uh, yes you are! I looked at those files with you, so you owe me," Mary Jane grins. She puts her camera strap around her shoulder, holding it firmly in her hands. "Let's go!"

"Oh man, superheroes are gonna be the death of me," Gwen groans, following Mary Jane's lead.

* * *

><p>The group of superheroes is jolted back into reality as Professor Xavier's astral link is broken, due to a rumbling coming from outside of the school. They look outside the window, seeing a circle of Sentinels trying to break through what looks like an invisible barrier, their eyes firing wildly.<p>

"Bruce, Ororo, Scott and I will handle it," Jean announces. "Get the students to safety."

Xavier nods, understanding the woman's request. Bruce, Ororo, Scott and Jean leave the room, leaving the rest of the X-Men and Avengers behind. Xavier turns to them, his expression somber.

"There's a barrier around the school which should give us some time to escape before the Sentinels can enter," he explains. "Those four can protect the students and the school. I need you all to split up into teams and get to Trask as soon as you can. Erik and I will get more mutants to join you once you-"

Before Xavier can finish his order, a Sentinel bursts through the room, causing him to fall out of his wheelchair. He looks up at the remaining Avengers and X-Men who assume their defensive positions, but waves them off.

"No! Go! Erik can handle this!" he exclaims.

Captain America looks to his teammates before reluctantly leaving the room along with Pietro and Logan. Kitty, Bobby and Spider-Man look to each other, forming a new team as they're the only ones left in the room. Kitty and Bobby turn to leave the room before Spider-Man stops them, extending one of his hands in the air.

"Wait! Maybe he could use our help."

"Uh, I think he can handle himself," Kitty grins.

Erik pouts on his classic red and purple helmet, a scowl upon his face. He raises one hand, shattering the window, and uses the other to guide a piece of fallen cement smashing into the head of the Sentinel. The head is ripped clean off as another Sentinel attempts to enter the room, and he turns back to the three teens.

"Go!" he exclaims, pointing to the wall.

Kitty grabs Spider-Man and Bobby's hands, pulling them into the wall with her. They pass through the wall with ease, and end up on the outside of the building, away from the reach of the Sentinels.

"Okay... maybe you could warn me next time you do that," the masked teen groans, sitting down on the ground.

"Don't worry," Kitty sighs. "You get used to it."

The two look to Bobby, who has already transformed into his ice form. He creates a column of ice beneath his feet, using it to fly above the ground around in circles.

"Woah... cool," Spider-Man says in awe.

"I think you mean n_ice,_" Iceman grins.

"Oooh, comedy callback," the masked teen replies. "I think I like you guys already."

"Are you two besties going to keep talking," Kitty interrupts. "Or are we gonna go? It's not like there are giant robots trying to destroy the city or something."

"Alright, alright, Ms. Impatient," Spider-Man grins. The teen walks over to Kitty, putting his arm around her waist. She raises an eyebrow as he shoots out a web to a nearby tree, pulling down on it to propel the two high up into the air. Iceman follows close behind, using his ice columns to quickly fly through the air with Spider-Man.

"Woah! You could warn me next time you do that," Kitty gasps.

"Don't worry," Spider-Man grins. "You get used to it."

"Haha," Kitty deadpans, a slight smile flashing across her face.

The teens fly in the air towards their destination in silence, when Trask Industries comes into view, surrounded by mass destruction. Sentinels tower over cowering citizens, fighting off the superheroes trying to stop them.

"Well, we'd better hurry," Kitty says. "Wouldn't want the end of the world to start without us, would we?"

* * *

><p><strong>AN: **So, here's part 2 to the "Gifted" storyline, looks like things are getting shaken up! Are there any more mutants you guys want to see in the next chapter? If you tell me who, I just might be able to include them too (that rhymed)!

Onto reviews:

**VenomSpider33:** Definitely!

**sport21:** Thank you, and you'll just have to wait and find out ;). Now I get what you mean, haha, I totally thought that was annoying too! I wish they could put the real Scarlet Spider in the show, whether its Kaine or Ben.

**Whispering Wolf13:** Woow, thanks! That really means a lot to me :)

**Dr4g0nb411z:** Thanks! And I've actually never seen that show, haha. I'll definitely check it out though.

**Story Stalkers:** Hey! I'm glad you made an account, i'll definitely be sure to check out any stories you write! :)

**latinoheat151: **I'm glad you enjoyed the chapter! :) There's gonna be a lot more Iceman and Shadowcat in the next chapter too!

**Welcome to the New: **Oh don't worry, you don't need to apologize :) I also liked the episodes, but I have to agree with you on what you didn't like. I really hope they include some romance at some point in the show, but I don't think they will. And thank you! :)

**ilikehats2:** Haha, you made a very good observation in your review, it kinda came true in this chapter.

**Silentman87:** You'll see in this chapter :)

**Guest: **Thank you! And haha, I've actually never watched that show before, so nope!

**Purple Pixie5:** I've seen it, and he is _definitely_ the big bad of the season! At least in my opinion he is. I'm super excited for the next episodes too!

**Blah Blah Blah: **Yep, that was definitely a movie reference, haha. I'm actually not sure if they're allowed to do that in the show since the movie is owned by a different company.

**ArianandXaia:** I actually did a bit of research on why people call him Logan, haha. Apparently his real name is James, but after the Weapon X program he took the name Logan instead. But I also read that it went back to James again? I'm just gonna stick with Logan for now, haha. Who knows, maybe there will be eventual Flash/Felicia ;). And don't worry, I have lots planned for Gwen!

**Guest:** I've actually thought about adding in more spider-people! We'll just have to wait and see ;)

**Intelligent Magic:** Thank you!

**-ThatOneGirl32**


	28. Gifted, Part 3

"This is a bad idea... this is a bad idea..."

Bolivar Trask paces in his office, running his hands through his hair. He looks out the window, sighing when he sees the countless amount of mutants and police officers trying to fight against the Sentinels. On the monitor on the opposite side of his desk, a man scowls, disgusted by Bolivar's demeanor.

"Trask, how many times do I have to say this? You're doing this for the company. Just think of how much the money will benefit-"

"That money won't mean anything when I go to jail, Smythe," he sighs, sitting down in his office chair. "Or if I'm _dead_. The X-Men threatened me when I first created these Sentinels. What they would do now, I..." he shakes his head, unable to finish the sentence.

"You know I'd be able to get you out of there. You know me _and _the power I possess," Alistair says. "And the X-Men will _not _kill you. Charles is too good of a man for that, and we both know it."

Bolivar shakes his head, turning away from Smythe in his chair. Alistair scowls once more, annoyed by the man's reluctance.

"Do I have to remind you that Trask Industries would be shutting down without my... _generous _donation? Let's face it, Bolivar, you _do_ need my help. Unless you want your life's work to go to waste."

Bolivar sighs, turning back to face Smythe. He slumps in his chair, using his hands to rub his temples.

"Alright. I get it," he says. "But I have one question. Why?" He continues when Alistair narrows his eyes at him, "Why now? Why the Sentinels?"

"The Avengers have turned their suspicions to me again," Alistair explains. "I need something to take their mind off of me. The Sentinels will _devastate _New York, win or lose. That'll give me enough time to finish a... _project _of mine," he finishes with a smirk. "I'm sure you understand?"

"Yeah, whatever," Bolivar says. He takes a remote from his desk drawer, turning the monitor off before Smythe can respond.

Bolivar looks out the window once more, watching as Captain Stacy's police squad attempts to fight off the Sentinels. He shakes his head, knowing that their resistance won't stop the Sentinels.

* * *

><p>"Keep firing!" Captain Stacy shouts to the police officers behind him. He sits in a crouched position behind a cop car, trying to avoid the relentless damage done by the Sentinels.<p>

Although the Sentinels aren't directly firing at him or the police squad, George continues to fire his gun every once in a while when he rises from his cover. He sits back down behind the cop car, angry at the fact that shooting isn't doing anything.

He looks around at the scene before him, closely examining who or what the Sentinels are after. His eyes widen when he focuses on the damage caused by the Sentinels, and not the giant robots themselves.

"Everybody hold your fire!" he yells to the rest of his police squad.

The officers lower their guns, clearly confused. "Captain, why are we stopping?"

"Well, Officer DeWolff, I don't know if you've noticed, but _these _aren't exactly doing anything," George says, holding up his gun for emphasis. "The Sentinels aren't firing at us, they're firing at the mutants. Look around you."

The police officers do as George says, looking around at the damage. Dozens of injured people lie on the streets, some caught in the line of crossfire, while mutants and other superheroes fight to avoid just that.

"We need to start helping those who are hurt since we can't help anybody here," George commands.

The police squad fans out in different directions, following their Captain's orders. George looks around the street for any injured people, and finds a young girl trapped under a small piece of concrete. He walks over to her, the girl turning away in fear when he reaches her.

_How'd she get under there? _he wonders. He takes another look at the girl, noticing her blue and purple eyes. _She must be a mutant. _

"Don't worry. I'm gonna help you out of there," he says. "You're gonna be okay."

George slowly lifts the piece of concrete above the girl, giving her enough room to crawl out from under it. She moves out from under the concrete, crawling over to Captain Stacy when a piece of the building above suddenly detaches, falling down to the ground below. George shields the girl with his body, but finds the impact never comes as the falling concrete is suspended in the air by a web. He looks up to see none other than Agent Venom holding onto the falling debris with his web while hanging from the building with another web.

"Uh... this is kinda heavy," Agent Venom says. "Could you guys move?"

George does as the teen says, picking up the girl and moving out of the way. The piece falls to the ground with a deafening _**CRASH!**_ creating a large cloud of dust.

"Thank you, Venom!" the girl exclaims, hugging him.

"Uh... yeah," Agent Venom replies with a shrug. "No problem. All in a day's work for your friendly neighbourhood- oh, wait. That's taken."

While Agent Venom tries to think of a new catchphrase, two police officers run up to Captain Stacy, their hands on their holsters.

"Captain Stacy, it's Agent Venom!" one of the officers exclaims. "Do we engage?"

George looks at Agent Venom, sighing. "No. Not today."

The officers lower their guns, clearly confused. Agent Venom looks to George, nodding in thanks before swinging away to fight the Sentinels.

"Sir, why'd we let him go?"

"There are more important things to deal with right now," George says. "Like finding this girl's parents," he continues, looking down to the young girl.

The police officers take the young girl away to find her family while George looks at the ongoing battle between the superheroes and the Sentinels.

_Just how many superheroes are there in New York? _he sighs, shaking his head.

* * *

><p>Spider-Man and Shadowcat swing through New York while Iceman follows close behind on his ice columns. The trio of superheroes stops in Times Square, where they are momentarily stunned by the scene in front of them.<p>

Rows upon rows of Sentinels fight against superheroes, causing civilians to run left and right. Spider-Man watches as the Sentinels destroy cards and buildings, and even attempt to kill some mutants or humans caught in the crossfire.

But what catches the teen's eye is a man who uses throwing cards to disable a Sentinel, the cards flying straight through the Sentinel's eyes. The Sentinel's head explodes on impact, sending debris flying in all directions.

"Woah! Who's that guy?" the masked teen asks.

"That's Gambit. He can charge objects with kinetic energy and make them explosive," Shadowcat explains. "If you think that's impressive, you should check out his girlfriend, Rogue," she adds with a smirk.

"Why? What does she do?" Spider-Man asks, intrigued.

"She can absorb the life energy and powers if their people, just by touching them. Pretty cool, huh?" Iceman grins.

"Oh... is that all?" Spider-Man nervously laughs.

The masked teen stands in awe of the other mutants powers, so distracted that he nearly doesn't notice his spider-sense going off in his head. He turns around, only to be met with a Sentinel, its large eyes fixated on Shadowcat. Before the Sentinel can fire, Spider-Man tackles her out of the way, narrowly dodging the Sentinel's blast of light.

Shadowcat lands on top of Spider-Man, her hair and suit singed. She looks back to the Sentinel as Iceman tries to distract it while the two teens gather their bearings.

"You okay?" he asks.

"I'm fine, thanks," she says, breathless. "Ruined my hair, though."

The two teens remain on the ground, breathing heavily, when Spider-Man decides to break the silence.

"Y'know, we should probably get out of this position and go help Iceman," he notes.

"Oh yeah, you're right," she smiles.

She stands up and extends a hand out to help the masked teen up off the ground. They both walk over to the Sentinel where Iceman flies around it, attempting to avoid its relentless attacks.

"What do we do?" Iceman yells from the sky. "Cause, y'know, I'd like to _not _die!"

Spider-Man pauses for a moment, trying to think of a plan. He raises an eyebrow in surprisewhen he spots a fallen pipe on the ground, an idea popping into his head. He uses his web shooter to bring the pipe into his hands, holding it out to Shadowcat.

"What are you doing?" she asks, confused.

"I have an idea," Spider-Man says. "The Sentinels attack when they detect a mutant, right?" he continues when the girl nods, "Well, what if they don't see us coming? If Iceman can keep it distracted, I can throw you up there and you could phase this pipe through its body or something."

Shadowcat purses her lips, considering his idea. "Y'know, that could work," she smiles.

She takes the pipe into her hands as Iceman flies towards the pair, out of breath.

"What could work?" he asks.

Spider-Man relays the plan, a smirk flashing across Iceman's face as he listens to it. Iceman flashes a thumbs up before flying into the air once again, to carry out the first part of the plan. Shadowcat stands beside Spider-Man, getting ready to phase through the robot.

"You ready?" Spider-Man asks.

"Yup. I just hope Wolverine and Colossus don't get mad at us for stealing their move," she grins.

"Eh, Wolverine would just blame it on me anyways," Spider-Man jokes.

The two teens wait until the Sentinel has its back fully turned to them, and when it does, Spider-Man throws Shadowcat towards the Sentinel, sending her soaring through the air. She phases through the Sentinel completely, and leaves the pipe embedded in the stomach of the Sentinel, both actions disrupting the robot's electrical system. Iceman catches her on the other side as the Sentinel crashes to the ground, the light in its eyes disappearing.

"Wow, that actually worked," Iceman grins.

"You sound surprised," Spider-Man replies, nudging Iceman's shoulder. "Woah, that's cold."

"Well, duh. I am _Ice_man," he replies.

"Well, I didn't know it'd be _that_-"

"Could you boys stop arguing so we could leave?" Shadowcat interrupts. "We still need to get to Trask, remember? You guys can argue about cold shoulders later. Besides, I'm sure the other mutants and Avengers can handle this."

Spider-Man and Iceman sigh, following her as she walks away from the wreckage. The masked teen extends his arm to shoot out a web when somebody puts their hand on his shoulder. He turns around, his eyes widening once he sees who it is.

"Tiger? What are you doing here?" he asks.

"Same as you, trying to stop these Sentinels," White Tiger says. "Do you know what's going on?"

"Kinda. Looks like Trask re-programmed the Sentinels to attack New York but we don't exactly know why," Spider-Man explains. "The X-Men had a run-in with him before and he promised that he'd stop with the Sentinels."

White Tiger purses her lips, her arms folded. "Do you think that somebody could be manipulating him? I mean, for all these years, Trask hasn't sent out any Sentinels, but _today _he decides to? Doesn't sound like something he'd do willingly."

"Y'know... I didn't think of that," Spider-Man says.

"Of course not," White Tiger grins.

"...Did you just insult me?"

"Of course not!" she repeats.

Spider-Man opens his mouth to respond, but is interrupted by Nova and Iron Fist crashing into a car behind him. White Tiger sighs, shaking her head.

"The team needs my help. I'll talk to you later," she smiles. "Don't die or anything."

White Tiger turns around to run to her teammates and help them up, while Spider-Man turns back to Iceman and Shadowcat, who wear grins on their faces.

"_Oooooh_, I didn't know there was a Mrs. Spider-Man," Iceman teases, nudging Spider-Man's shoulder.

"'Mrs. Spider-Man?'" Spider-Man asks, raising an eyebrow. "Sounds weird."

"Says the guy who has the powers of a spider," Shadowcat smirks. She wraps her arms around Spider-Man's waist, waiting for him to web swing away. "We have to hurry. We've wasted enough time here already."

* * *

><p>"Uh, Gwen, you sure this is safe?" Mary Jane asks.<p>

The two teenage girls walk through the top floor of an old abandoned building, the floorboards creaking with every step. Gwen walks over to a broken window, its frame giving a perfect view of the battle.

"I wouldn't exactly use the word _safe_, Mary," Gwen smirks. "But if you're gonna drag me out here with you, you might as well get a good view."

Mary Jane takes out her camera, recording the battle from the window. A few minutes later, Gwen sits on a chair in the corner of the room while she waits for Mary Jane to finish. She raises an eyebrow as she hears a loud noise from the other side of the building, walking to the other window to see what it is. A smirk flashes upon her face as she sees a blue mutant with a tail - Nightcrawler - appear and disappear before a Sentinel, almost playing a game of tag with it. With every teleportation, the two advance closer and closer to the building.

_What is he doing...? _Gwen wonders.

She walks to the window on the opposite side of the room, watching as another Sentinel chases a mutant covered in a steel-like substance - Colossus - down the street, towards the building.

_They're gonna crash both of the Sentinels into the building, _she realizes. _I don't think they know we're in here. _

"Uh, Mary... we should go," Gwen says, her eyes widening. "Like, _right now_."

"Just give me a second, Gwen," Mary Jane replies.

Gwen looks out the window once more, watching as the Sentinels move closer and closer to the building. The blonde-haired girl grabs hold of Mary Jane's arm, pulling her away from the window and down the stairs.

"Woah! Hey!" Mary Jane exclaims. "Where are we going?"

"Anywhere but here," Gwen responds. "Those X-Men are gonna take out those Sentinels by crashing them into this building! They don't know we're in here-"

Before Gwen can finish, a step on the staircase gives way, causing the two girls to fall. They both close their eyes, not wanting to look at the ground, when a figure grabs them both, swinging them outside of the building.

"...Spider-Man?" Gwen asks, opening her eyes.

"Mmm, not exactly. I'm _much _more attractive." Gwen looks to see the familiar figure of Black Cat holding both her and Mary Jane in her arms, swinging towards the ground on her grappling hooks.

She sets both of the girls down, looking back to the area where the building stands. The two Sentinels crash into the building, exploding on impact. Luckily, the girls are faraway enough that they only feel the wind of the explosion.

"You were almost in that," Black Cat chuckles, turning back to Gwen and Mary Jane.

Gwen narrows her eyes at the masked teen, walking up to her. "Do I know you? You look familiar," she asks, looking at her white hair.

"Uh, she means thank you," Mary Jane says, patting down her wind-rushed hair.

"You're welcome," Black Cat smirks. "Now, if you girls don't mind, I'll be leaving now. Don't want my partner to die without me."

The masked teen swings away, leaving Mary Jane and Gwen alone on the street.

"Haven't you seen her somewhere?" Gwen asks. "I'm sure I have..."

"Uh, nope! Never!" Mary Jane exclaims. She puts her arm in between Gwen's, pulling her in the opposite direction of the Sentinels. "We should go home now. Almost dying once is _enough _for me."

* * *

><p>Spider-Man and Shadowcat swing towards Trask Industries while Iceman follows close behind on his ice columns. The trio stays low in order to avoid any Sentinels, so they can reach their destination quickly.<p>

The teens continue their journey to Trask Industries, the building finally coming into view. They land on the in front of the building, looking up the tall structure.

"So what? Do we just knock on the door?" Iceman asks.

He reaches out his arm to knock on the door, and the second he does, it falls to the ground, leaving the entrance to the building wide open.

"Uh... oops," he nervously chuckles.

"Don't worry about that," Spider-Man says. "It probably had a warranty or something. Besides, those are the least of our problems."

Spider-Man steps over the broken door, only to be met with a complete mess on the inside of the building. Desks lie strewn across the room along with shattered windows, the shards of broken glass on the ground creating a safety hazard for the teens. However, the lobby is completely empty, with nobody to be found.

"Okay... that's weird," Spider-Man comments, rubbing his chin. "Where is everybody?"

By the time he turns to face Shadowcat, he finds that she's already turned around, running up the stairs to the top floor of the building. Spider-Man and Iceman look to each other, then shrug, following the girl on their webs and ice columns.

"I know who trashed the lobby," she says. "And if he's still here, then we need to hurry."

"What?" Spider-Man asks, confused. "If _who's _still here?"

The trio continues to run up the stairs when they reach Bolivar's office, finding it just as trashed as the lobby. The teens gasp in shock when they find Magneto and Bolivar in the middle of the room. They aren't shocked by Magneto himself, but by what he's doing. He uses a drawer handle from Bolivar's desk to wrap it around the man's throat, choking him.

"Magneto, stop!" Shadowcat exclaims. "You're killing him!"

"That's the plan," he nonchalantly replies.

_I guess this is what Wolverine meant when he said Magneto had questionable methods, _Spider-Man sighs.

"It... it w-wasn't me..." Bolivar manages to stay.

_It wasn't him? ...Maybe Ava was right after all._

Spider-Man slowly takes a step towards the mutant, his hands raised in a non-threatening position.

"Magneto, I know you're mad, but you can't kill him," he says.

"So am I supposed to sit and watch as he destroys our mutant brothers and sisters?!" Magneto exclaims. "We've lost so many mutants, and it's because of the stupidity of these humans," he continues, tightening his hold on the metal handle for emphasis. "I'm sure you know just as well as we do, Spider-Man. I know how the public reacts to you and your heroic actions."

_He has a point, but... _"It doesn't matter. _We don't kill_."

"Perhaps not. But I won't stand by and see more mutants be killed," Magneto replies. "And I won't let _you _get in _my _way."

Magneto raises his hand, sending a metal cabinet flying towards Spider-Man and Iceman. It pins them to the wall, rendering them unable to move.

"Kitty, I know you'd be able to phase through whatever I throw at you," he says. "So I ask that you do not be foolish and try to stop me."

Shadowcat purses her lips, trying to think of a plan. She turns around and leaves the room, running back down the steps. Spider-Man and Iceman look to each other in confusion, wondering where she's going.

"What is she doing?" Iceman asks.

"I was about to ask _you _that," Spider-Man sighs.

Shadowcat reaches the bottom of the stairs, pulling out her phone. She dials the number, tapping her foot on the ground as she waits for the other person to pick up the phone.

"Uh, Megan? I need you to get over here with Professor Xavier _now_."

* * *

><p>Megan Gwynn, now in her Pixie alias, flies through the X-Mansion, on her way to Professor X's office. She avoids the Sentinels blasts of light, watching as the older and more experienced mutants deal with them.<p>

Pixie's eyes light up when she reaches Xavier's office, only to be met with Wolverine. He scowls when he sees her, not in disgust, but in annoyance.

"Aren't you supposed to be outside with the other students?" he growls. "Why are you here?"

She flies down towards him, her feet touching the ground. "I have to see Professor Xavier-"

"Nope. His room is off limits," Wolverine interrupts. "Last thing we need is the headmaster of the school dying."

"But Professor Logan!" Pixie exclaims. "Kitty needs him _right now_. Magneto's trying to kill Bolivar Trask and only Professor Xavier would be able to-"

Wolverine opens the door to Professor X's office, popping his claws out as soon as he does it. "Alright kid, I believe you. But you listen to me, you get him out of there as soon as you get in. Understood?"

Pixie nods once before flying into the room, seeing Xavier turned in his wheelchair. She walks up to him, tapping him on his shoulder to get his attention.

"Professor Xavier, I-"

"You need me to go to Trask Industries with you at Kitty's request," he says with a smile. "I read your mind, and I'll gladly go with you."

"Well, that made this conversation a _lot _easier," she grins.

Pixie closes her eyes, focusing on her teleportation spell.

"Sihal novarum chinoth!" she exclaims.

And with that, the pair disappears instantly, leaving the room empty.

* * *

><p>Spider-Man and Iceman continue to struggle under the force of the metal cabinet, trying to free themselves from Magneto's grip on the object. Spider-Man watches as Magneto continues to slowly choke Bolivar, the disappearing from his eyes.<p>

_We can't let him die! If I could just get free then maybe I'd be able to reach him... wait! Maybe I don't need to reach him._

Spider-Man tries to raise his arm above the cabinet, but once he finds that he can't, he positions his arm under the cabinet, aiming his web shooter at Magneto's face. He shoots out a web, nailing Magneto directly in the face, catching him by surprise. Magneto's hold on the two teens and Bolivar is disrupted as he raises his hands to claw the webbing off of his face, his face red with anger.

Shadowcat runs back into the room, stifling a laugh when she notices the webbing on Magneto's face. She runs towards Spider-Man and Iceman, who lie on the ground, trying to regain their breath from Magneto's attack.

"We're fine..." Iceman pants. "Make sure Bolivar's okay."

She nods, following his orders. Shadowcat runs towards Bolivar and helps him up, a sigh of relief escaping her lips once she sees that he's okay. Magneto finally rips the last piece of webbing from his face, furious.

"Do you _want _to die, Spider-Man?" he asks, turning towards the teen. "Do you wish to see other mutants be killed by this man's creations?!"

He raises his hands, causing all of the metal items in the room to fly into the air.

"I _will not _let you try to stop me again," Magneto says through his teeth.

Just before Magneto has the chance to send the objects flying at the masked teen, a large gust of wind blows the room, signalling Professor Xavier and Pixie's presence in the room. They appear before Magneto, Xavier holding his hand out in protest.

"Erik, stop!" he exclaims. "It's not worth it. Would you harm an innocent child for your cause?" he asks, causing Magneto to lower his hands.

Xavier looks to Bolivar, who sits on the ground with Shadowcat, clearly terrified of Magneto's presence. "The man says he didn't want these Sentinels to destroy New York. And..." Xavier closes his eyes, tapping into Bolivar's mind. "...He's not lying. He was manipulated into doing this."

"That doesn't change the fact that these robots were created to destroy our kind," Magneto replies.

"No..." Xavier sighs. "I suppose not. But Trask is a changed man now. Will you forget that and try to kill him, or will you come back to us again, Erik? To the X-Men?"

Magneto considers Xavier's request, pausing for a moment, then shakes his head. He turns to the window, raising his hands to shatter the glass. He slowly rises from the ground, looking back to Xavier before he leaves the building, using his powers of flight to get to escape. Xavier sighs, leaving the room in silence.

"Well, that was intense..." Spider-Man says, breaking the silence. "So, uh, who is gonna clean all of this up?"

* * *

><p>Bolivar Trask shuts down all of the Sentinels, ceasing any more damage done to mutants and the city of New York. Although he's put into jail, Bolivar is happy that he won't be causing any more harm to mutants.<p>

Some X-Men stay back to help Damage Control clean up the city, while the rest go back to the X-Mansion, wanting to say goodbye to the Avengers before they leave.

"On behalf of all of the X-Men and the students in this school, we thank you," Xavier smiles. "We are forever indebted to you, Captain America. Whenever you need something, call, and we'll be there."

"Oh, Charles, that's not necessary," Captain America chuckles.

"But it is," Xavier replies. "Are you sure you don't want to stay with us for a while?"

"Uh, we would," Hawkeye interrupts with a grin. "Seriously, the food here is _awesome_. But one of our members still has a curfew, so we need to get back to the Tower," he replies, gesturing to Spider-Man with his head.

Spider-Man stands to the side of the room with Kitty and Bobby, engaged in light conversation. He rolls his eyes when he hears Hawkeye mention his name, sighing.

"I'm guessing you have to go now?" Kitty asks.

"Yeah, my aunt will go crazy if I don't get home," Spider-Man says. "Y'know, if the giant robot attack on New York didn't make her any less worried already," he adds with a grin, gaining a laugh from the other two teens.

"Well, if you're going to leave now, there's something I want to give you," Kitty grins. She phases her hand through the masked teen's body, making him tense up in surprise. "Oops, sorry! Should've warned you I was gonna do that."

She picks her cell phone up off the table behind Spider-Man, once again pulling it through his body. She holds it out to him, and Bobby does the same.

"Here, give me your number. Maybe we could hang out sometime," she smiles.

"'Hang out," Spider-Man and Bobby laugh in unison.

Kitty rolls her eyes, "That wasn't supposed to be a pun."

After the three teens exchange phone numbers, Spider-Man and the Avengers leave the X-Mansion in the Aven-jet, soaring back towards Avengers Tower.

"So," Black Widow starts. "How'd you like the X-Men?"

Spider-Man smiles behind his mask, recalling the events of the day. "Eh... they're alright."

* * *

><p>Harry Osborn walks outside of Oscorp building, wanting to get some fresh air, although that's made hard since the city was nearly destroyed earlier in the day. He squints his eyes when a familiar figure walks up to him, her red hair visible in the light.<p>

"Oh, hey MJ! What are you doing here?" he asks.

"I had to tell you something," she says, looking around to make sure nobody's listening.

Harry raises an eyebrow, noticing the girl's demeanor. "Uh, what is it? Is something wrong?"

"_Yes_," she answers simply. "Gwen and I were in the police precinct today, and we were snooping around and found a file on Alistair Smythe and his father," she whispers. "I don't know what he did, but clearly he's done something bad enough to have a record in there."

"Wait... are you serious?" Harry asks, his eyes widening.

Mary Jane nods, "Yeah. I guess I just wanted to tell you... be careful around him." She rolls her eyes when the car next to her on the car honks once, "We can talk more tomorrow. My dad said he wanted to get back home as soon as possible."

Harry waves to Mary Jane before she gets into her car, a look of disbelief on his face. He rubs his temples, trying to take in all of the information Mary Jane just gave him. Why would Alistair have a file in the police precinct? Maybe he isn't the man he appears to-

"Who was that?" Alistair asks, making Harry jump.

Harry turns around, finding Alistair standing behind him.

"Uh, nobody, Mr. Smythe," Harry lies. "Just a friend telling me to bring in our project to school tomorrow."

"I see," Alistair replies. "Well, it's getting late, Harry. You may as well be getting to bed now."

Harry nods, walking back into the building. He slowly walks up the stairs, Alistair following close behind him. Although Alistair has been kind to him so far he just can't help but feel a _bit_ suspicious of the man... maybe Mary Jane had a point. Maybe Alistair _was _dangerous.

* * *

><p><strong>AN: **So here is the ending to the "Gifted" arc! I hope you enjoyed reading it as much as I enjoyed writing it :)! Next chapter, we'll see the introduction of a very classic Spidey villain, can you guess who it is?

Onto reviews:

**VenomSpider33: **All I'll say is one of them will definitely be appearing at some point ;).

**OMAC001: **I wouldn't say that there'll be any Peter/Kitty in the later chapters, but I know I've definitely made some hints to it!

**latinoheat151:** Thank you! Haha, I've been wanting to make a reference like that for a while, actually. I'll make sure to PM you when it does go on there, for some reason it hasn't yet!

**Silentman87:** I'm glad you liked it! :)

**ilikehats2:** A mutant is anybody who has the X-Gene, and that's what differentiates them from other superheroes! It's kinda like they're born with these powers rather then they obtain it from some sort of accident or something. And I've always love Avenger and X-Men team ups, haha.

**Purple Pixie5:** Haha, I have to agree with you, I usually avoid the X-Men as well for the same reason. But I was feeling inspired after watching the movie so I made this storyline ;). I feel like the mole is probably working with you know who (wouldn't want to spoil it for anybody reading this) so maybe they're both big bads?

**felipe666:** Hmm, I always thought that Spider-Man was a mutate since he wasn't born with the X-Gene, which is what classifies you as a mutant in the comics.

**gak: **To be honest, I haven't really thought about including Peter's parents in this fic as a huge storyline, but there'll definitely be mentions of them every now and then!

**Dr4g0nb411z: **Thank you! :)

**Story Stalkers: **Thank you! :)

**DannyPhantom619:** Oh, really? To be honest, I don't know that much about X-23, haha. I do really like Ben Reily though!

**-ThatOneGirl32**


	29. Lookout for Prey, Part 1

Peter Parker and Ava Ayala make their way to the gymnasium, following the other students in their grade. The gym was booked today for a special presentation, and although they expected it to be boring, the students were ecstatic to get out of class. Peter and Ava walk shoulder to shoulder, ignoring the _more_ than immature comments from Sam about how close they were standing to each other.

"Peter, I don't care how good it is," Ava says with the roll of her eyes. "You know I don't like horror movies."

"What? Too scary for you?" Peter smirks.

"Uh, _no_," Ava laughs, playfully punching Peter on the shoulder. "Most horror movies are just downright bad."

"_Exactly! _These are good _bad_ movies," he says with his trademark goofy smile. "We could have a marathon or something."

"Fine," Ava sighs. She lets out a laugh when Peter's face lights up, "Just for you."

The students file into the gymnasium, sitting on the bleachers lined against the wall. Peter's old team all sit together on one bleacher, next to Harry, Lily, and Gwen. The teen narrows his eyes as he looks to the middle of the room, his eyes fixated on the man in a suit, setting up some sort of electrical harness.

The harness is green in colour, matching the green feathers attached to the wings of the harness. Principal Coulson stands by as the man sets up the harness, making sure everything is safe.

"What do you guys think that is?" Sam asks, curious.

"I think it's some sort of device used to sustain flight," Peter answers. "Although he could just use a jetpack," he adds with a cough.

Ava, Sam, and Luke turn to Peter with narrowed eyes, annoyed by yet _another _mention of the jetpack. When would Peter just _let it go_?

"If Sam gets to obsess about not being team leader, I think I have the right to be mad about not having a jetpack," Peter frowns, folding his arms. "Especially since I _deserve_ one."

Ava rolls her eyes, "Peter, you're not getting a-"

"We must turn away from material items in order to reach true happiness," Danny interrupts.

The teens stops their argument, slowly turning their heads to Danny with confused looks on their faces.

"...Huh?"

_Meanwhile..._

Gwen, Lily, and Harry sit on the bleachers next to the other teens, saving an extra seat for Mary Jane when she arrived. The blonde-haired teen turns to Harry, a mischievous smirk on her face. Harry raises an eyebrow in response, trying to figure out what could be causing Gwen to act so mysterious.

"You'll never guess what I did today," she teases.

"What did you do?" Harry asks, although he's not sure he really wants the answer to that question.

"_Well_..." Gwen looks around, making sure nobody else is listening to their conversation. "You know how yesterday Mary and I found out that Smythe had a folder in the precinct?" she asks, lowering her voice to a whisper.

Lily turns to Harry with wide eyes, her mouth hanging open in shock. "Smythe has a _police record_? You know, if I called Daddy, I'm sure he'd be able to get Smythe out of there in three seconds."

"We can't just jump to conclusions," Harry replies with a wince. "I mean... can we?"

"I dunno, but we'll find out tonight," Gwen grins.

Harry and Lily turn to each other, confused looks on their faces. The look on Gwen's face just showed that she was up to no good.

"Uh, what is _that_ supposed to mean?" Lily asks.

"Ikindastolethefolderfromtheprecinct," Gwen quickly says. However, the other teens catch full understanding of what she just said.

"You what?!" Lily exclaims.

"I stole it, okay?" Gwen says with an exasperated sigh, slowly this time. She runs her fingers through her hair, thinking that _maybe_ that was a bad idea. Well, it was too late now. "I mean, we're friends, right? So we have to look out for each other, and that's what I'm doing for Harry," she continues. "I don't what some crazy psycho - if he _is _a crazy psycho - messing with my friend. I'm gonna look into it and see what we're really dealing with here."

Harry looks down to his sneakers on the bleachers, shifting uncomfortably then turning back to Gwen. "Thanks," he replies with a smile. "Just, uh... don't get caught."

"I don't think you guys need to worry about that it she could slip the folder out of there in the first place," Lily grins.

Harry changes the subject to something else, not wanting to talk about Smythe anymore. The teens engage themselves in conversation as Mary Jane enters the gym, clearly out of breath. She scans the bleachers for her friends, walking up to them when she sees them. The redhead takes a seat beside Gwen and drops her backpack on the floor, gaining the attention of all of the other teens.

"What happened to you?" Luke asks, a smirk on his face.

"Jameson," she says simply, but the teens catch full understanding of what she means. "He wanted me to drop off the footage from yesterday this morning, and he didn't tell me until 8 o' clock!" she exclaims with a roll of her eyes. She looks at Peter, a look of confusion flashing across her face. "Peter, how'd you get there and get back to school on time?"

"Oh, well, uh..." Peter stammers, trying to come up with a reasonable answer. "Y'know... my aunt gave me a ride there."

Mary Jane narrows her eyes at Peter, clearly not buying it. She opens her mouth to respond when the lights in the gym go out, signalling the beginning of the presentation. The student quiets down as a PowerPoint presentation goes up on the gym's front wall, illuminating the man standing at the microphone.

He adjusts his tie before speaking into the microphone, "Hello. My name is Gregory Bestman, and I am the founder and CEO of Bestman Electronics..."

"What a creative name," Sam smirks, gaining an elbow to the stomach from Luke in response. "Ow!"

The man drones on, talking about the company's policies and goals and other things the students don't care about. However, he catches their attention when he changes the subject to the electrical harness positioned in front of him.

"Our company has been developing an electrical harness for some time now. As you can see, it's almost finished and we have more in the making. We have plans to release them to the public as well," he smirks. _That _got the students' attention. "This harness will enable any wearer to fly like a bird. The flight is directed by the pair of wings which would be worn on a person's arms..."

"Maybe they could make a jetpack for me," Peter mutters.

"Shut up," Ava whispers, a smirk flashing across her face.

Gregory finishes the last slide of the PowerPoint, wrapping up his presentation. After explaining a few more details about the electric harness, he turns the voice to the students as he opens the field for questions. Lily raises her hand, and all the students turn to her as she prepares to ask a question.

"When it is released to the public, how much will it cost?" Lily asks. "Not that I wouldn't be able to afford it," she adds in a quiet whisper, gaining a grin from Harry.

"Well," Gregory laughs. "I can certainly tell you that it won't be cheap. Right now, the company is thinking in between..."

Before Gregory can finish his answer, Peter's spider-sense buzzes, causing him to look around the gymnasium for the sign of danger. Ava notices this, and she does the same.

"Peter? What's wrong?" she asks.

"My spider-sense is going crazy," he replies. "Maybe it caught wind of the price of that thing," he shudders.

The pair waits a few seconds, waiting for some sort of danger to appear, but frown when nothing happens. They turn their attention back to Gregory, still answering questions.

"Maybe it was just a false alarm," Peter says, rubbing the back of his head. "Y'know, alerting me of how bad the cafeteria food-"

Before the teen can finish his sentence, a winged figure bursts in through one of the windows in the gym, sending glass flying everywhere. The students look up in horror and fear as they watch the figure fly in circles around Gregory, almost as if trying to ensnare its prey. Ava squints her eyes, noticing that the assailant wears an electric harness _exactly _similar to the one from Bestman Electronics. She also notices the wrinkles on the man's face, and his bald head, further showing off his old age.

"You steal my money, you fire me from the business... then you have the audacity to steal my design?!" the assailant screeches. "_No_. Today, Bestman, you _will_ die."

The villain's lips curl up in a wicked smile as students and teachers begin to run out of the gymnasium. Peter, Ava, Danny, Luke and Sam stay behind, hiding behind a row of bleachers. They watch as the assailant swoops down to pick up Gregory with his arms, and the man tries to run away, but to no avail.

"Okay, maybe it wasn't a false alarm," Peter says, earning a glare from Ava.

* * *

><p>The Avengers rise from the recently-crashed Aven-Jet, the engines blown and the plane still smoking from the impact with the ground. Hawkeye helps Black Widow up while Captain America tears off the door, creating an exit point for the Avengers. He leads his teammates through the thick vines, Falcon using his arms to cut them away while Iron Man follows, looking more than annoyed.<p>

"Are you kidding me?! I just fixed this thing!" Iron Man exclaims. "Do you know how much money it's gonna take to make another jet?"

"Well, sir, you knew very well before coming here that you don't get onto the Savage Land without crashing," J.A.R.V.I.S. replies. "And it's not like you don't have the money to repair this Aven-Jet," he adds, much to the other Avengers' amusement.

"Yeah, yeah, whatever," Iron Man sighs with the roll of his eyes. "Let's just finish our mission here so we can get back to the Tower. And so I can re-program you to be _less _sassy."

Captain America leads the team through the thick jungle, weaving through multiple paths as if the place is familiar to him. Falcon and Thor survey the area from above, looking for any sign of life.

"That's odd..." Captain America says, stopping and scratching his head. "We received a distress call from Ka-Zar and Shanna, but I can't find them anywhere. Alright, how about this? We split up and see what we can find. Falcon, you come with me. Widow and Hawkeye, you go together, and that leaves Iron Man and Thor," he proposes.

The Avengers do as instructed, following his orders. Iron Man and Thor take to the skies, looking down at the thick patches of trees from above. The pair flies around in silence when J.A.R.V.I.S. speaks up, breaking the silence.

"Sir, there's an incoming call for you," J.A.R.V.I.S. announces. "It's from Mr. Parker."

"Put him on speaker," Iron Man instructs.

J.A.R.V.I.S. A does as instructed, putting the teen on speaker phone.

"Uh... hello?" Peter says.

"Hello Peter!" Thor exclaims, a huge smile on his face. "What misadventures do you have to share with us this time?"

"'_This time'_?" Peter asks, making a face. "Well, uh, I don't have a story to share with you guys, but I do need your help over at my school."

"Sorry Pete, but no can do," Iron Man replies as he flies higher into the air, wanting to get an even better view of the region. "The Avengers are tied up with something here in the Savage Land."

"Wait, you guys went on a field trip _without _me?!" Peter exclaims. "But you know how much I love field trips..."

"The youngling speaks true," Thor agrees. "He _does _like field trips."

Iron Man rolls his eyes, "Yeah, sorry about that. We got a distress call from here and we couldn't wait for you to come to the Tower from school. What do you need? Maybe we could give you some info from here or something."

"Well, uh..." Peter pauses, scanning the current gymnasium room. He watches as the new villain flies Gregory around the gym, threatening to drop him. "There's a crazy guy over here trying to kill our presenter - Gregory Bestman from Bestman Electronics. Do you know who it could be?"

"Oh, _them_," Iron Man says with a roll of his eyes. "Hmm... does the guy have a huge nose?" Iron Man asks.

"_Wow_, yeah. I didn't notice that until you pointed it out," Peter says, his eyes widening. "That is _huge_."

"That's Adrian Toomes. He used to work with Bestman when the company was still Bestman and Toomes Electronics," the Avenger explains. "They used to be a rival of Stark Industries, but I guess they had a falling out or something. Toomes isn't with the company anymore."

Peter rubs his chin, taking in all of the information his teammate just relayed to him. "Yeah, he did say something about being fired. Well, thanks, I-"

"Holy-! Is that an army of dinosaurs?!" Iron Man exclaims. "I mean, we saw some the last time we were here, but it's still all so surreal."

"Eh, there are much more mystical creatures in the depths of Asgard," Thor says, uninterested.

Peter, on the other hand, has the opposite reaction of Thor as he holds the phone to his ear, his mouth hanging open. "...Did you say _dinosaurs An army of dinosaurs_?!"

"Sorry Pete, but we have to go," Iron Man announces. "I think we just found our source of danger. Call us again if you _really _need our help, Cap and I will arrange something. Otherwise, I'll talk to you at the Tower, alright?"

"Uh.. okay. Bye, I guess," Peter sighs, lowering the phone when Iron Man hangs up. _Man, I wanted to see some dinosaurs too_, he thinks with a frown. _But that's not important right now._

* * *

><p>"Well, there goes the Avengers' help," Peter whispers. "Looks like we'll have to handle this one on our own."<p>

"That's fine," Ava replies, putting on her mask. "You know we can handle ourselves."

The teens peer through the empty spaces of the bleachers, watching as the villain flies around with Gregory in his arms, unaware of their presence. They change into their superhero suits, trying to think of a way to deal with this new assailant.

"Do we have any information on him?" Luke asks, changing into his Power Man suit.

"Yeah, other than the fact that he's crazy?" Nova asks with folded arms.

"His name is Adrian Toomes," Spider-Man starts. "Tony told me that he was kicked out of Bestman Electronics, plus I heard Toomes say something about them stealing his work," he points out.

"So, what do you think?" White Tiger asks. She continues when the other boys look at her in confusion, "Is he working with Smythe?"

Nova, Power Man and Iron Fist turn to Spider-Man, waiting for him to answer. The masked teen once again looks through the bleachers, noticing the look of horror on Gregory's face and the crazed smile on Adrian's.

"Well, I dunno," he replies, surprising the others, and even himself. "I mean, yesterday, when we got back to the Tower, the Avengers told me that Smythe _used _Trask with those Sentinels. But for once, with this guy, I don't think he's working with Smythe. I think he's just genuinely mad that they stole his designs."

White Tiger raises from her position, extending her claws. "Well, doesn't matter, we still need to stop him. Stolen designs aren't an excuse to kill somebody."

"Well, I'd rather not hit a senior citizen-" Spider-Man starts, but is cut off with a glare from White Tiger. "-Unless they did something drastic," he adds with a smirk.

The teenage superheroes run from outside of the bleachers, much to the surprise of Gregory and Adrian. Gregory's eyes light up in glee when he sees the teens run out - now somebody would be able to help him. He tries to free himself from Adrian's grip when he finds that he can't, because the assailant's grip is too strong on his arms.

"Please! Help me!" he exclaims, thrashing wildly.

"Ah," Adrian smiles. "The teenage superheroes. Yes, I've seen you on television in the past... and I've heard of _you_, Spider-Man. And how much of a pest you can be."

_Well, that's rude,_ Spider-Man frowns.

"Cut the small talk, Toomes," Nova says. He raises an eyebrow as she notice Adrian's grin fade into a scowl at the mention of his name, as if it hurts him to hear it. "Let go of Bestman, then we can talk."

"Put him down _gently_," Iron Fist corrects. "One's choice of words can greatly alter the outcome of a situation."

Adrian looks down to the teens, a look of amusement flashing across his face. "_Toomes_. The name I used _before_ this man-" he lifts his arms in the air, raising up Gregory for emphasis. "-kicked me out of the company _and _stole my name in it. I'm the _Vulture_ now."

"Well, he definitely looks the part," Nova whispers, gaining glares from the other teens.

"You let me kill him, _then _we can talk," Vulture scowls, ignoring the teen's comment.

"Sorry, no can do. We have a strict 'no-splat' policy here at the school," Spider-Man jokes. "Plus, nobody would want to clean that up," he shudders.

"Well then," Vulture says. "I'll just take this elsewhere." He takes out sphere-shaped objects from a bag on top of his armour, and throws them at the teens. They anticipate some sort of explosion, but are momentarily confused when nothing happens.

"Were those supposed to do something?" Nova laughs.

Spider-Man's spider sense begins to buzz, alerting him of danger. "Watch out!" he yells as he tackles White Tiger out of the way. The bombs explode, causing the rest of the windows to shatter and destroy some of the bleachers. As the smoke clears, Spider-Man can see Vulture trying to escape with Gregory through one of the broken windows.

_Oh no you don't._

Spider-Man shoots out a web to one of Vulture's wings and is pulled into the air along with him, flying out through the window.

_Oookay, maybe this wasn't the best idea_, he thinks as he slowly climbs up his web. Vulture notices this and tries to shake him off of his wing, flying in different directions. Spider-Man holds on and reaches the Vulture's body when the villain raises his arm, preparing to bring it down in an attack.

"Really dude? You're gonna attack me with feathers? It's gonna take a _lot _more than that to-" Spider-Man's remark is cut off as Vulture's wing cuts into his stomach, it's sharp blades surprising him. He lets go of his web, falling through the air.

_Okay, _he winces. _New rule. Don't underestimate the villain. Ow._

Spider-Man shoots out another web at one of Vulture's wings.

_Let's try this again-_

This time, Vulture simply cuts through the masked teen's webs, sending him falling through the air. Spider-Man sighs as the Vulture speeds up his flight, flying too far away for him to shoot out another web to hang onto him. As if that wasn't bad enough, the teen is too far up in the air that he can't use his webs to attach to anything.

_So, the Vulture can cut through my webs. That needs to be changed. But first, I need to figure out a way to not be made street pizza, _he winces.

Before Spider-Man reaches a close enough building, Nova speeds through the air, catching the teen and flying him back down to safety. They land near the school, where broken glass lies everywhere on the floor due to the Vulture's attack. The students stand outside the school, being directed by Principal Coulson to get their bags from the school and go home while they try to sort out the attack.

"Y'know, I could've handled that myself," Spider-Man says, dusting himself off.

"I think the words you were looking for are 'thank you'," Nova grins.

"...Thank you," Spider-Man sighs.

White Tiger, Power Man, and Iron Fist run up to the two teens, White Tiger's eyes widening when she sees her boyfriend's state. His suit is torn in a line at his stomach, blood slowly oozing out of the wound.

"Peter, you're bleeding!" she exclaims.

"Oh, that?" Spider-Man says, looking down at the wound. "Yeah, don't worry about it. I'm fine-"

"No," she interrupts. She continues when Spider-Man tilts his head to the side in confusion, "_No_, you are not fine. You're coming back to the Helicarrier to get patched up whether you like it or not. Say no, and I _will _drag you there."

Spider-Man's eyes widen behind his mask as he hears snickers from the other teens. He looks back to White Tiger who waits for his reply, her hands on her hips.

"...Fine."

* * *

><p>"Oww," Peter winces as a S.H.I.E.L.D. agent wraps up his cut in gauze for what must be the seventh time that minute.<p>

Peter sits in the medical bay on the Helicarrier, with Ava watching from another bed. A woman with short hair and similar age to Fury wraps up his wound, not bothering to stop when he winces or protests.

"If you'd stop squirming, it wouldn't hurt as much," she sighs. She rises from her kneeling position, gaining a sigh of relief from the teen. The agent puts the rest of the gauze roll on a nearby table, turning back to face the teen. "That should be healed in a few days, since you have an enhanced healing factor. I'd stay away from Vultures in the future if you want to keep it that way," she smirks.

"Thanks," Peter smiles as he gets off of the bed. "Hey, what did you say your name was again?" he asks, wanting to know before she leaves the room.

"Agent Hill," she smiles before leaving the room to Ava and Peter.

Ava strides over to Peter, her lips pursed. "So, Agent Hill said that you'd have to stay away from the Vulture in order to have your cut healed in the next few days. _Obviously_, you're not going to listen, so what are you gonna do now?"

"You know me so well," Peter grins. "I'm gonna try to make a different type of web fluid. One the Vulture can't cut through, _then _I'm gonna go after him. You with me?"

"Well... Fury said that we'd continue this tomorrow since the Avengers can't help right now," Ava says. "So if I did that I'd be disobeying a direct order."

"_Buuut_," Peter says, as if he's expecting Ava to elaborate.

She raises an eyebrow at him, a smirk on her face. "_Buuut_, nothing. How about this. I'll help you do some more research on Toomes. But I can't physically help you without disobeying Fury, even if you _are_ my boyfriend," she says.

"Yeah yeah, I get it, you don't wanna jeopardize your position on the team and all that," Peter sighs. "See, that's why being an Avenger is awesome," he grins. "I can do whatever I want. Except for walking on the ceiling, Tony gets really mad about that. Oh, and eating in the lab."

"Well, if it's so 'awesome' being an Avenger, why don't you call them over to help you?" Ava grins.

"...Nevermind."

* * *

><p>"Gwen, could we talk for a second?"<p>

Gwen's eyes widen at her father's request as she immediately sits up in her bed. In one swift motion, she hides the folder under her pillow and turns to her dad who waits at the door, leaning on the frame. She moves a blonde lock of hair out of her face and puts on a smile, trying not to look _too _suspicious to her father.

"Sure, dad. What is it?" she asks.

"Well, Gwen, I've been wanting to get your opinion on this for a while," George says, walking into the room and sitting beside his daughter on the bed. He raises an eyebrow as he notices Gwen's eyes dart to her pillow before focusing back on him. "You're friends with Peter, right?"

Gwen internally sighs, relieved that George hadn't figured out what she did earlier in the precinct. "Yeah, dad. Why?"

"Well, I didn't want to jump to conclusions but..." He reaches over to Gwen's desk, where today's newspaper rests. George puts the newspaper on the bed, flipping to the story of the day; an article focusing on the Sentinel attack from yesterday. He continues when Gwen raises an eyebrow in confusion, "The pictures. _All _taken by Peter Parker, right? Well, look at where this picture was taken. Right in front of the Sentinel."

Gwen narrows her eyes at her father, trying to figure out what he's getting at. "Okay... what's the problem? He's just doing his job."

The man sighs, closing the newspaper. "I understand that, but he's gonna get himself hurt one of these days. I mean, you've seen how the Sentinels destroyed the town. And it's still dangerous out there now. He's not trained like I am. The other day I saw him with a couple bruises. I don't think he's old enough to be taking pictures that dangerously close," he explains. "I guess I'm just worried. Could you tell him to tone it down a bit? Or I'll have to talk to his aunt myself."

Gwen nods, earning a smile from her father in response. She breathes out a sigh of relief when he rises from his position on the bed, walking over to the room door. He takes out step out of the room before he stops, hesitant.

"Hey, Gwen?" he asks.

"Hmm?"

"You okay?"

"Okay"? What was _that _supposed to mean? Had he noticed that she was hiding something?

"Your mother was worried about you when she heard about the attack at your school earlier," George continues. "I knew you'd be fine, though," he smiles. "You _are _okay, right?"

"Yup, I'm fine. Thanks for asking," she replies, returning the smile.

"Good." And with that, George leaves the room, and Gwen walks up to her door to close it. She flops onto her bed, closing her eyes as she lands.

_Holy crap. That was close, _she sighs. She takes the folder out from under her pillow, laying the contents of it back onto her bed. The teen reaches for the notepad and pen on her desk, wanting to jot down any points of interest from Smythe's police record.

_Okay, Smythe. Let's see what you're really up to here._

* * *

><p>Peter crawls around the ceiling of his room, holding his web shooters in his hands. He narrows his eyes as he carefully examines them, while Ava sits on his bed with a laptop, typing away. It wasn't <em>exactly <em>a movie night, but at least they were finally spending some time together.

"Could you stop moving around like that?" Ava asks, looking up from the laptop. "You got cut, remember?"

"What, worried that I won't be able to take care of myself?" Peter grins.

"Uh, _yeah_," Ava replies with the roll of her eyes.

She continues looking for information on Bestman Electronics when Peter drops down from the ceiling, landing in a cross-legged position beside her on his bed. She shakes her head as he begins to test his new web shooters on items in the room, turning the bedroom into one big mess of webbing.

"You having fun with those?" she laughs.

"Yeah, I think I've perfected them," Peter grins. "Vulture won't be able to cut through my webbing anymore. You find anything?"

Ava turns the laptop to him, sitting up in a similar fashion to Peter. Peter narrows his eyes at the information on the screen as Ava relays the information to him.

"So, Toomes _used _to be part of Bestman Electronics, which is what we already knew," Ava says. "They designed the harness together with a power pack on the back which is what energizes the harness-" she stops when she sees a mischievous smile appear on Peter's face. "What is it?"

"I think I know how to beat him," Peter says. "All we need to do is-"

Before Peter can finish his sentence, the door to his room opens, and somebody walks inside. Peter winces, expecting it to be Aunt May, but his eyes widen in surprise when Gwen walks into his room instead. Gwen doubles his expression as she looks around at all of the webbing in the room; on the floor, on the ceiling, and attached to various objects in the room. She notices the web shooters on Peter's wrists, her mouth forming a small "O".

"Uh... this isn't what it looks like," he nervously chuckles.

* * *

><p><strong>AN:** So, here's the introduction of chapter 29, Lookout for Prey, part 1! Looks like Peter's secret identity is in danger! What do you guys think? Is Gwen gonna put two and two together and figure out that Peter is really Spider-Man? By the way, have you guys seen the Vulture episode of season 3 yet? I watched it, and although it was a different take on the character, I enjoyed it. But my take on the character is gonna be a little closer to the comics ;).

Onto reviews:

**sport21****: **Yup, although it'll happen a little differently ;)

**Guest: **Well, he is in one with Ava. To be honest, I haven't really thought about doing a fic with Spectacular Spider-Man! I love the show, but I'm not sure if I actually want to write a fic for it, haha.

**Silentman87****: **I'll see if I can fit them in a later chapter.

**ArianandXaia****: **Haha, to be honest, I didn't really understand any X-Men stuff until I watched Days of Future Past, that movie really helped! I've actually never watched HTTYD, but I'm planning to this summer :). I didn't notice that Trask and Stark used the same letters, maybe there is some sort of reasoning behind it. I think Peter would be classified as a mutate, since his powers were the result of the spider bite! Isn't that first quote from the soundtrack for the Fault in our Stars? I've never actually read the book, but I hear its good! Ahh that TASM 2 quote makes me happy and sad at the same time, haha.

**dboom36: **Thank you so much! :)

**Welcome To The New: **I loved Days of Future Past too! There was actually a really big event with Avengers vs. X-Men in the comics, it's called, well, Avengers vs. X-Men. I've seen that episode of season three, and I thought it was great! I'll definitely try to fit them in in a later chapter.

**Story Stalkers****: **Thank you! :)

**ilikehats2****:** Yeah, basically you're born with the powers and then they develop as you grow. And don't worry, he told them later ;). As for Smythe's dad, let's just say that evil runs in the family.

**latinoheat151****: **Oh, I hope you have a good time with your family in Mexico! I really hope that season 3 has some romance in it as well.

**OMAC001****: **Hopefully not!

**Guest: **Thank you! I really liked Kitty and Peter in the comics :)

**Guest: **I'm glad you liked that! That was one area where I wanted to stray from the movies.

**-ThatOneGirl32**


	30. Lookout for Prey, Part 2

Gwen Stacy stands in the middle of Peter Parker's doorway in the Parker residence, staring at the scene before her. There was webbing _everywhere. _Her eyes dart down to the source of the webbing, the red web shooters on Peter's wrist. Gwen immediately starts to feel regretful as Peter walks over to the door.

"Uh - I'm sorry, your aunt told me you were in here. I should've knocked fir-"

Her sentence is cut off as Peter slowly closes the door, keeping her out of the room. She scrunches up her face in confusion as she folds her arms, wondering what Peter could be trying to do, in addition to the fact that Peter's web shooters looked _exactly _like the ones that belonged to the only spider-themed superhero in New York.

_Well, okay then. I'll just wait here_, she frowns.

Peter runs his hands through his hair, his back leaning against the door. He had gone to such great lengths to protect his secret identity, and now it was just exposed so easily. And of all people, _Gwen Stacy. _How was he going to explain this to her?

"Peter, what are we gonna do?" Ava asks. "And more importantly, what are _you _doing?"

Peter lets out a sigh, sitting next to Ava on his bead. "I closed the door so we could talk. We have thirty seconds to come up with a _very_ elaborate lie, or just tell her the truth."

Ava purses her lips, considering their options. They _could _lie to Gwen. But the thing is, Ava knew Gwen, and she knew Gwen wasn't stupid. She had probably already figured Peter's secret by now, and lying to her wouldn't solve anything. Besides, what would they even tell her? That Peter was just-

"Fifteen seconds," Peter says, interrupting Ava's train of thought.

Ava narrows her eyes at her boyfriend, clearly annoyed. She lets out a huff of air, "Okay, tell her. There's no way you could lie about this and she wouldn't be suspicious," she replies. "Just be lucky it wasn't Jameson or something that walked in here," she adds with a smirk.

Peter shudders at the thought of Jameson finding out his secret, thinking of all the _wrong_ Jameson would do if he could use that piece of information against him. The teen walks over to the door, opening it and giving Gwen a sheepish smile when she sees him. He extends a hand, signalling that it's okay to go back into his room.

"Uh, sorry about that," he apologizes, rubbing his head as Gwen walks into the room. "Ava and I were talking about stuff... and things."

Gwen sighs, her hands on her hips. "It's okay. Are you gonna explain this?" she asks, gesturing to the webbing plastered all over the room.

"Yeah, but you might wanna sit down," Peter says.

Gwen takes a seat next to Ava on the bed, and Peter follows, sitting on the opposite side of Gwen. He ruffles his hands through his hair, nervous of the outcome of telling Gwen his secret. This was _it_. He was finally going to tell somebody that _didn't_ have any superpowers.

"Okay..." he says, breathing out a huff of air. "I'm Spider-Man."

Silence fills the room as Gwen looks to Peter and Ava, her eyes widening. She looks to the web shooters on Peter's wrist, then to the webbing in the room, then back to the web shooters, a look of shock plastered across her face.

"Well, _duh_!" Gwen exclaims with a roll of her eyes, much to the couple's surprise. "Dude, there's webbing all over the room _plus _you're wearing web shooters on your wrists. I don't have to be a detective to figure _that_ out."

"Wait, you _knew_?" Peter asks, scrunching up his face in confusion. "Then why'd you ask?"

"Oh, I wanted to see if you would lie to me," Gwen smirks.

This gains an exasperated sigh from Peter, while Ava has the opposite reaction as she tries to hold in her laughter.

"See, I _knew_ she wouldn't have believed us if we lied," Ava grins.

"Good, because there is _no_ way I would've been able to come up with a believable lie to explain all of this," Peter replies with a laugh.

Gwen rises from her position on the bed, walking over to a strand of webbing reaching from one wall to another. She runs her fingers along it, amazed by the fact that Peter Parker, just a teenager, could create it all by himself. The blonde-haired teen freezes, further amazed by the fact that Peter Parker, _just a teenager_, was risking his life every day to stop villains by himself. And with the help of Avengers too, but that wasn't the point.

"It all makes sense now," Gwen says, much to the confusion of Peter and Ava. Sensing their confusion, she continues, "How you can get such good pictures of Spidey for the Bugle, why you always have to leave school, and why you're always covered in bruises..." She pauses, surprised by the words coming out of her mouth. "Wow, now it's _really _obvious that you're Spider-Man. And here my dad just thought you were a psycho or something," Gwen adds, shaking her head.

"Wait, Captain Stacy thinks I'm a psycho?" Peter asks, his eyes widening.

"Well, he's not wrong," Ava interrupts as she types away on the computer. She smirks when Peter shoots her a glare, "I'm _kidding_. I'm guessing he just thinks you're crazy because of the pictures you take. I'd be suspicious too if I saw somebody getting _that_ close to the action. Especially if I didn't know that they were secretly a superhero that did this for a living."

Gwen sits back down on the bed, her lips pursed. Ava was right. Peter _could _get killed every day doing what he does. So why did he do it if it was so dangerous? He had to have _some _kind of motive.

"Okay, you have to tell me _everything_," Gwen says.

"Everything?" Peter repeats, tilting his head to the side in confusion. "What do you mean?"

"How you got your powers, how you made _these_-" she gestures to the web shooters on Peter's wrists. "Why you do what you do."

Peter looks down at his room floor, considering what to tell Gwen - and what _not _to tell her. Of course, she already knew that Peter was Spider-Man and his involvement with S.H.I.E.L.D. and the Avengers, but not the secret identities of his former teammates, so Peter decides to leave all of that out.

He starts with telling her about the field trip that gave him his powers, followed by the death of Uncle Ben. Ava notices Peter's smile falter at this point, but he continues when he explains that S.H.I.E.L.D. put him into their training program after one year on his own. Gwen listens intently as Peter recalls his previous run-ins with heroes and villains - Norman Osborn, Curt Connors, Doc Ock, and finally, Alistair Smythe.

Gwen's eyes light up when she hears Smythe's name mentioned, "Wait, Smythe really _is _a bad guy after all? Mary was right!"

"What do you mean?" Ava asks. "You _knew_?"

"Mary and I did some snooping in my dad's precinct, and we found his police record in there," Gwen explains. "So we figured he was up to something, but we couldn't confirm anything. _Now_ we can. Why haven't you busted him yet?"

"We're working on that, trust me," Peter smiles. "Don't worry, Harry is safe as long as we're on it."

Satisfied with Peter's answer, Gwen decides to change the subject. "So, what about you?" Gwen asks, turning to Ava. Obviously, Ava and Peter were a couple, she he had told her his secret. But how did Ava feel about her boyfriend going out on the streets and risking his life every day?

"What _about_ me?" Ava repeats with the raise of her eyebrow.

"Well... aren't you scared for Peter? Aren't you scared that if somebody figures out Peter's identity, they'll use _you_ as a way to get to him? Happens in movies all the time, y'know."

"Scared for Peter? _Every _day. I mean, I know he's a superhero but..." Ava shoots a glance at Peter, a small sigh escaping her lips. "I still worry. When you're an Avenger, the stakes are even higher. You go from fighting in-city villains to people like Galactus and Sentinels. It's scary sometimes, I guess," she explains. "_Especially _since I'm not there to keep him in line," she adds with a smirk.

_Huh... She's never told me that_, Peter thinks.

"But me? I can, uh... take care of myself," Ava smirks, shooting Peter a knowing look. Gwen narrows her eyes at the couple's behaviour, not completely buying Ava's answer.

"Yeah, okay..." Gwen replies, causing Peter and Ava to notice a slight hint of disbelief in her voice. She rises from her position on the bed, maneuvering through the webbing in the room to walk over to the door. "I should get going now, my dad's gonna be wondering where I am. You know, he sent me over here to tell you to be safe, but I guess I don't have to do that anymore," she smirks. "By the way, your secret's safe with me."

Peter and Ava wave to the blonde-haired teen before the leaves the room, slight sighs of relief escaping their lips when they hear the front door close downstairs. Peter narrows his eyes when he notices Ava tense up, something on her mind.

"I think she knows," Ava whispers.

"Knows what?"

"That _I'm _White Tiger."

"_What_?! You're White Tiger?!" Peter exclaims in mock shock. "And you didn't tell me _all this time_?!"

"You're an idiot," Ava sighs, shaking her head. "I know for a fact that she's still suspicious of me. Doesn't take a genius to put two and two together and figure out that _I _was on the team with you along with the others."

Peter moves closer to his girlfriend on the bed, putting his hands on her shoulders. "Hey, don't worry. Even if she _does _figure it out, she won't tell anybody. Gwen isn't a super villain or anything," he says with a soft smile. "Unless she was really Doc Ock in disguise this entire time," Peter jokes, gaining a laugh from Ava.

"Okay, fine. Now that _that's_ done with, we have to clean all of this up before we get back to the Vulture," Ava announces, rising from the bed. "Or else your Aunt May will walk in here, and I think she'd be _much _angrier about you keeping this big a secret from her," she grins.

"Oh, she already knows that I'm Spider-Man," Peter shrugs, getting up and standing next to Ava.

"_What_."

"I'm joking," Peter grins. "I just wanted to see the look on your face."

"Can you ever be serious for once?" Ava sighs.

"Only for thirty seconds at a time," Peter smirks, tearing a piece of webbing off of the wall, which also causes a large chunk of the wall to come down with it. Ava tries to hold in her laughter as she looks at the look on Peter's face, the piece on the wall in his hands. "...Okay, maybe this is gonna take longer than I thought."

* * *

><p>"Toomes, <em>please<em>. Please let me go."

Gregory sits tied to a chair in the middle of the old factory that belonged to him when he was still a part of Bestman and Toomes Electronics. However, the building looks different as Adrian remodeled the factory to better suit his newfound abilities. Various traps lie strewn across the room, some on the floor and on the ceiling and walls, specifically used for any pesky superheroes trying to enter the building.

Adrian sits at a work bench in the corner of the room, ignoring Gregory's desperate pleading as he pulls of the last of Spider-Man's webbing from his wings.

"I have a family, Adrian. Please."

Adrian sighs, rising from his work bench. Spider-Man was going to be a problem, especially since now he knew of his plans to kill Gregory. What was it with superheroes and not minding their own business?

"Please have some mercy-"

"Right, like how you showed me mercy when you took my designs? I didn't think so," Adrian scowls, silencing the man. Gregory was getting annoying.

Obviously Spider-Man had to have some kind of plan to come after Adrian and turn him into the police, so he decides to come up with one of his own.

_If I could lure him here... _Adrian thinks. _Then take him out by surprise. That's the only way I'll be able to do this._

Adrian strides over to the other corner of the room, revealing another room hidden behind a large bookcase. He looks into the hidden room before looking back to Gregory, his face scrunched up as he thinks of a plan.

"Wh- Where are you going?" Gregory asks, shaking with fear.

"He'll come here first," Adrian smirks, putting on his wings and power pack. "I'll wait." He grabs a roll of tape from a nearby desk, walking back to Gregory. "Hold still."

* * *

><p>Gwen walks down the streets of New York, on her way to her father's precinct with Alistair's folder in her backpack. She walks slowly, still trying to take in that one of her friends was a superhero. Peter Parker, <em>of all people<em>, was Spider-Man.

_I can't believe it_, Gwen laughs, shaking her head.

But Gwen didn't _completely _believe Peter's story. He'd left some things out, and she was sure of it. For example, who It's not like Peter would train with them without learning their secret identities or anything. Plus, how exactly did Ava fit into Peter's life? _Obviously, _she was scared as she mentioned, but there had to be something more to their story. Did he know who Black Cat was? Or Agent Venom? Or-

_Okay, that is way too many questions for right now, _Gwen sighs. _I'll just have to deal with the fact that Peter is Spidey for now. _

As Gwen continues to walk towards her dad's precinct, more thoughts occupy her mind. Maybe Harry and Mary Jane knew about Peter's secret too. Speaking of Harry, Gwen reaches Oscorp Tower, also known as Harry's home. She stops in front of the building, considering whether to go in or not. She _could_ tell Harry about Alistair now, but Peter already said that the Avengers were on it. Gwen decides to keep walking, when somebody stops her.

"Miss Stacy?"

Gwen turns around at the sound of her name, a scowl instantly appearing on her face when she sees who it is. Before her stands Alistair Smythe, also known as the man Gwen had just found out a _lot _of information about. She covers up her distaste for the man with a fake smile, brushing away a piece of hair. She couldn't look suspicious to Alistair now, or he could start to suspect something.

"Oh, hi!" Gwen smiles. "I just wanted to see if Harry was here."

"No, you just missed him. He went out with that girl... what was her name? Lily, I believe. I'm sure if you wait inside for a couple of minutes, they'll be back in no time," Alistair replies.

"Don't worry, Mr. Smythe, that's okay. I'll just talk to Harry tomorrow-"

"Oh, by all means Gwen, please come inside. Don't worry, you're of no hassle to me. I assure you Harry will be here in a few minutes," Alistair persists.

_How does this creep know my name_? Gwen opens her mouth to decline, a sigh escaping her lips instead. Alistair wasn't going to let up. "Okay," she finally says, much to his pleasure.

Gwen walks into Oscorp as Alistair holds the door open for her, wishing that she was anywhere _but _here right now. She offers the man a small smile as they ascend the building on the elevator, trying to ease the silence between the two. Once they reach the main floor of the building, Gwen stares at the scene before her. With the absence of Harry and any personal butlers of some sort, the room just seemed... empty.

_What a perfect spot for an evil lair or something, _Gwen thinks. _Villains do have evil lairs, right? That's not just a thing on TV?_

Alistair guides Gwen to a couch in the middle of the room, where she drops her backpack on the floor next to it. She takes a seat on the couch, Alistair sitting opposite of her. He offers her something to drink, but she refuses, so he gets some water for himself instead.

"So, your father is involved in police work, correct?" Alistair asks, wanting to strike up some conversation. He continues when the teen nods, "I've met him a few times. Do you visit his work often?"

Gwen nods once more, although slowly this time, with a raised eyebrow. What was this guy getting at? She glances at the large window in the corner of the room, looking at the streets and hoping Harry would hurry up and get back to the building soon.

"There's no use beating around the bush, Miss Stacy," Alistair sighs. "My work is very... troubling. I don't think it's something you'd want to get involved with willingly, so I suggest you _don't._"

"...What?"

Alistair sighs, annoyed with her response. "You know _exactly _what I'm talking about. I'm aware of your little 'detective' game. Don't worry, I won't tell your father," Alistair says, nonchalantly sipping some of his water. "As long as this conversation stays between you and me."

Gwen's face turns into one of disgust and awe, mainly at how Alistair could've figured out that she was suspicious of him. However, she brushes it off and flashes the man a smile instead. "I'm sorry, Mr. Smythe, but I don't know what you're talking about."

The teen glances at the window once more, realizing that Harry probably wasn't going to get home any time soon. Now she knew what Alistair's _real _reason for asking her to go into the building was.

"I should go," she announces, picking up her backpack and slinging it across her shoulder. "My dad is waiting for me."

She strides back to the elevator, when she feels Alistair's hand grip her arm. She stops and faces him, a scowl on her face. _Now _it was obvious that this guy had some major issues he needed to deal with.

"Remember our conversation, Miss Stacy," Alistair says icily.

"Like I said, Mr. Smythe," Gwen repeats, pulling her arm free. "_I don't know what you're talking about._"

She walks into the elevator and presses the button for the lobby, hoping that the man doesn't come after her.

_I have to tell my dad about this_, she sighs. _But what would I tell him? "So, I talked to Alistair Smythe today. He threatened me because I went around snooping in his police record and figured out he wasn't who he appeared to be. Sorry about that, by the way. Oh, and you should know, he's actually an evil mastermind, Peter told me so. How can I trust Peter? Because he's really Spider-Man." _Gwen groans, running her hands through her hair. Like _that _was going to work.

The teen walks out of the building, quickly speeding towards her father's precinct. She just wanted to be as far away from the building as possible. Unbeknownst to her, Alistair closely watches her from the window of the main floor of Oscorp, a slight grin on his face.

"What a poor choice of words, Miss Stacy..." Alistair smirks, shaking his head.

* * *

><p>Peter stands in the middle of his bedroom, a huge ball of webbing in his hands. Ava stands on the opposite side of him, covering up the missing piece of the wall with an old poster. The couple looks to each other, satisfied with their work for the night.<p>

"How exactly are you going to get rid of that?" Ava asks.

"Uh..." Peter pauses, trying to free his hands from the stickiness of the webbing. "It'll dissolve. Eventually."

Ava shakes her head, sitting back down on the bed and opening the laptop. "Alright, back to the Vulture. Fury once told us that villains usually tend to go back to a familiar place when it comes to hostages. So, I'm guessing he'd choose an old factory or something. Come look."

Peter walks over to the bed, freeing his hands from the ball of webbing and hiding it under his bed. He wouldn't want Aunt May to see that if she happened to walk into the room. He scans the laptop for what Ava was searching for, and when he does find it, he's a bit disappointed.

The screen displays the seven factories that Adrian and Gregory used to own, and the Vulture could be at _any _of them. Plus, it didn't help that each of them were on opposite sides of the town. There was no way Peter would be able to find Gregory in time.

"See, _this_ is why I need a jetpack..." he mutters.

"How will you check all of these factories in time?" Ava asks.

Peter purses his lips, trying to think of a plan. Or maybe... he didn't have to. Ava looks at Peter with confusion as he rises from the bed, a mischievous smirk on his face.

"What?"

"I don't need to check all of the factories," Peter smirks. "I can get somebody else - or _something_ else to do it for me." He continues when Ava raises an eyebrow, "I could ask J.A.R.V.I.S. to scan each of the factories and see if anybody was in there, but we'd have to go to the Tower first."

"You know... that's not a bad idea," Ava replies.

"You sound surprised."

"That's because I am."

Peter rolls his eyes, a sigh escaping his lips. He takes off his old web shooters and replaces them with his new designs, stuffing the old ones into a backpack. Some backups never hurt anybody.

"Peter, you never told me why the Avengers couldn't help you with this," Ava says. "Why can't they?"

"Oh, y'know, they're out in the Savage Land fighting dinosaurs. No biggie, it's an Avenger thing."

Ava scrunches up her face in confusion, "How is that possible? Dinosaurs are extinct."

"Ava, we live in a world with gods, goblin people, and men who wear fishbowls on their heads. But you can't believe that the Avengers are out there fighting dinosaurs?" Peter asks with a smirk.

"...Okay, you have a point there."

Luckily, Aunt May wasn't home, which made sneaking out much easier for Peter and Ava. The pair swings through the city, en route to Avengers Tower. Peter rolls his eyes as they pass the electronic screen in the middle of Times Square, an angry Jameson ranting on about how "that Spider-Menace and the Vulture were working together all along," although that was to be expected by now.

Peter and Ava arrive at the top of Avengers Tower, Peter doing a retinal scan before entering the building. They walk into the main room of the Tower, the lights turning on as they enter.

"Welcome, Mr. Parker and Miss Ayala. Is there anything I could do for you?" J.A.R.V.I.S. asks. "Perhaps get you a beverage of some sort?"

"He does that?" Ava asks in awe.

"Yeah. Awesome, right?" Peter smirks. He strides over to the round table in the center of the room, sitting in his usual spot. The teen pulls out an electronic device from under the table, and pins it to the surface. "Hey J.A.R.V.I.S., I don't need a beverage, _but _do you think you could analyze each of the Bestman and Toomes locations and tell me if anybody was in there?"

"I most certainly could," J.A.R.V.I.S. responds. In less than fifteen seconds, a holographic map of each of the locations pops up in the air above the table. Peter squints his eyes as he notices two red dots in the middle of one of the buildings, not too far from Peter's current location. _That's _where the Vulture had taken Gregory.

"Mr. Parker, if I may ask, what's the reason for doing research on the enemy?" the AI asks. He continues when Ava and Peter narrow their eyes, almost sensing their confusion, "That's what Mr. Stark had me programmed to call them."

"Well, he's not wrong," Ava interrupts. "The Vulture is kind of a psycho."

"Which is exactly why I have to stop him," Peter says, putting on his suit. "By the way, thanks J.A.R.V.I.S.," he smiles, extending a hand for a high five then pulling it back when he remembers that the AI wasn't an actual person. As he slings his backpack over his shoulder, he takes one last look at Ava. "You sure you don't wanna come with me?"

His question is answered as Ava looks at him with a sad smile. "Okay, I get it... Fury's orders," he sighs. Being on different teams _really _sucked.

Ava purses her lips, watching as her boyfriend walks over to the window. She _should _be helping him, but that would mean disobeying Fury's orders. She thinks back to her conversation with Gwen, remembering how she mentioned being worried for Peter. They hardly ever spent any time together, so if she had an opportunity to help him, why not take it?

"Peter, wait," Ava sighs. "I'll come with you." She rolls her eyes when Peter's eyes widen, "Yeah, I know. I'm disobeying Fury's orders. But like I said earlier, there needs to be somebody to keep you in line."

"Can't argue with that," Peter grins. "So, here's the plan. We-"

"Actually," Ava interrupts, gaining an eyebrow raise in response from Peter. "I have an idea of my own," Ava smirks.

* * *

><p><strong>AN: **Yay, we reached chapter 30! Thanks for all your support so far everybody :)! So, here's part 2 of Lookout for Prey! I hope you guys enjoyed it, I really enjoyed writing it! Now, somebody that's human actually figured out Peter's secret! What did you guys think of that? Plus, looks like Smythe is getting extra suspicious of one certain blonde-haired teenager ;). So, who's exited for tomorrow's episode of season 3? I know I am!

Onto reviews:

**spiderman1fan****: **Thanks!

**ilikehats2: **Don't worry, I'm sure Gwen wouldn't tell anybody, haha. And I'm guessing that they're just on a mission that Peter couldn't join them for. I have to agree with you about Lily though. But not all characters can be likeable, can they ;)?

**sport21****: **Wow, thank you! :)

**Guest:** Thank you! And you can definitely expect a lot more of that to be happening ;).

**corymerlin: **Thanks! :)

**Dr4g0nb411z****: **Thank you! You know, I've actually been rewatching Spectacular Spider-Man recently, and I've been feeling a bit inspired, so you never know, I might actually write a fic there too!

**latinoheat151: **Thank you! And haha, yeah that would be funny! Woops, sorry for not reminding you that the newest episodes were up! I'll make sure to do it next time. Thanks for your villain suggestions too, by the way!

**Guest: **Yeah, I've heard of that arc in the comics! I'm not sure if I'll actually put it in the fic though. As for your teacher idea, I think that would be great, since he was actually a teacher for a while in the comics too ;).

**VenomSpider33: **I do plan to bring back the GOTG in this fic, and Flash will definitely meet them ;).

**Story Stalkers****:** Wow, I'm glad that my fic was able to introduce somebody to fanfiction! Thank you! :)

**felipe666****: **You know, I was actually confused about this myself, so I did a bit of research on this and I found that he was born a mutant with his healing factor and bone claws, and then Weapon X implemented his adamantium claws.

**OMAC001****: **Here's more! :)

**Silentman87: **Your question will be answered this chapter!

**lipidcreeper****:** Some episodes are available online if you go to sites like AnimeFlavor :)!

**Welcome to the New:** Thank you! I really love adding villains in here too!

And yeah, that would make an awesome miniseries! I'm pretty sure the producers of X-Men said they'd like to see a crossover with the Avengers, so who knows, it could happen! Right now, DOFP is my favourite, I saw Transformers 4 as well, but in my opinion I still like DOFP better, haha. I'm really excited for GOTG and other summer movies as well!

**OverAnylisisMuch:** Haha, all I can say is that your analysis was spot on ;).

**ArianandXaia****: **You were right about Gwen. To be honest, I'm not really into the X-Men either, but DOFP raised my interests a bit ;). I'll probably read the book before I watch the movie, all my friends keep telling me that it's really really good! I definitely agree, it's an amazing speech! Can't wait to see what quotes you have for me next review! :)

**Guest: **Thanks! :)

**Guest: **Woops, you're right! Let's just say he likes the ones related to the Avengers ;). Haha, I really loved it when he got a jetpack too, it actually really surprised me.

**-ThatOneGirl32**


	31. Lookout for Prey, Part 3

"Okay, but just be careful-"

"Peter, I get it."

"Make sure you-"

"Yeah, I know."

"Okay, but don't-"

"_Peter_," Ava sighs. "Don't worry, I've done this before."

The couple is perched on top of a building next to a Bestman and Toomes factory, also known as the place where the Vulture took Gregory captive. Peter takes out his old web shooters from his backpack, strapping them onto his wrists, while Ava straps the new ones onto hers. She holds it up in the air, firing off some webbing into the air to test the web shooters.

"Don't use up all of it!" Peter exclaims.

Ava rolls her eyes, turning to Peter. "You _just_ made these, I'm sure there's enough web fluid left."

"Y'know, you _think _there's enough web fluid and then there's not. I learned that the hard way after my body swap with Wolvie," he sighs. "I wouldn't want you to become street pizza, that wouldn't taste very good."

"I don't think _any _type of street pizza would taste good," Ava frowns. She turns back to the factory, her eyes focused on the entrance. "Here, I'll go over the plan again. You go inside and rescue Bestman. I'm sure the Vulture will have _some _sort of trap waiting for you, so be careful. After you free Bestman, get Vulture to follow you to Times Square, where I'll be waiting with a little trap of my own," she explains with a smirk, holding up her web shooters in the air.

"Aye aye, Captain," Peter replies with a mock salute. He watches as Ava walks over to the edge of the building, preparing to travel to Times Square. Before she shoots out a web, she hesitates, turning back to face Peter.

"Hey... just be careful out there, okay?" Ava requests. Peter opens his mouth to response, but she continues before he can say anything. "You know, I worry about you sometimes. I don't want you to get hurt like you did earlier."

Peter sighs, knowing that Ava was right. It was perfectly normal for her to worry, he was her boyfriend, after all. Plus the fact that his wound from earlier hadn't exactly healed yet wasn't helping either. "Yeah, I know," he smiles. "I'll be careful, I promise."

Ava pulls her mask over her face before she jumps off of the building, running along other buildings and occasionally using her web shooters to get herself from building to building quickly.

Peter looks down to the Bestman and Toomes factory, putting his mask on as well. He jumps down to the front door of the building, contemplating whether to burst in or not. Adrian probably set up a trap for him as Ava said, so he decides it'd be best not to barge into the factory.

He puts a hand on the door, surprised when it opens. "Well, would you look at that. The door is open. Not mysterious at all," he shudders. He pushes open the door, only to be met with a dimly illuminated room. Spider-Man makes out the figure of Gregory tied to a chair, tape plastered over his mouth.

_Hostage tied to a chair, check_, Spider-Man thinks, creating an imaginary checklist for himself using his fingers. _Ooh, bonus for the tape too. Can't get more authentic that that._

The masked teen scans his surroundings, looking for anything out of the ordinary. He doesn't find anything, making the fact that his spider-sense was going crazy even _more _troubling. Spider-Man's eyes dart to Gregory, noticing the man trying to speak through the tape and flailing wildly in his seat.

_I can't go over there unless I'm sure that there's nothing in here. Don't want Gregory to get hurt. _The teen continues to search the room, the windows catching his attention. They were black in colour, making it impossible for anybody outside of the building to see what was going on inside. It was _definitely _like that for a reason.

_Blacked out windows, check. Looks like Adrian customized this place into his own bachelor pad or something._

What really catches the teen's attention is a statue in the corner of the room, greatly resembling a Vulture. Spider-Man narrows his eyes at the object. Why would anybody _willingly _want that?

_One of those creepy stature things, check. Plus the fact that the Vulture is an animal-based villain... Yup, he definitely fits the criteria for being one of my villains, _Spider-Man sighs.

"Okay, Mr. Bestman, I'm coming over," Spider-Man announces, only causing the man to become even _more _panicked. "Don't worry, I don't bite."

Spider-Man walks up to Gregory, noticing his eyes wide with fear and his trembling body causing the chair to shake. The teen rips the tape off of Gregory's mouth and unties him from the chair, finally freeing him. Gregory drops to the floor, trying to catch his breath.

"What did you do..." he says.

"Uh, I just saved you. A 'thank you' would be nice," Spider-Man frowns, folding his arms. "Or a jetpack. That would be cool too."

"This is no time for joking," Gregory scowls, rising from the floor and patting down his suit.

"_Not _time for joking?" Spider-Man gasps. "Do you even know me? It's always time for-" Before the teen can finish his sentence, his spider-sense buzzes, causing his to grab Gregory and jump in the air on instinct. A blade whizzes past under him, which would've hit him if he didn't move in time. Spider-Man looks to the walls of the room, where small slits in the walls have created an opening for the blades to fly out of.

"You don't understand," Gregory says with wide eyes. "He _wanted_ you to save me. It's a-"

"-trap," Spider-Man finishes, catching another blade that was about to hit Gregory in the face. _Okay, maybe I should've considered that he would set the trap after I freed the hostage, _Spider-Man sighs. _Well, it's too late now. _

"Don't worry," he says as he stands in front of Gregory, shielding him from the blades flying through the air. "We can get out of this."

* * *

><p>Gwen enters the New York police precinct, greeting familiar police officers before walking up to her father's office. She raises her hand to knock on the door, when she hesitates. She <em>had <em>to get the folder back without her father knowing, but she also _had _to tell him about her encounter with Smythe, whether she was threatened or not. But that would probably require her to tell George about her "detective work" as Smythe had called it. However, she would _definitely _have to leave out the whole "Peter Parker is Spider-Man" part. That wouldn't be fair to him.

She sighs as she pushes open the door. She _had _to do this now. Gwen tilts her head to the side in confusion as she finds her father crouched under his desk, picking up papers off of the floor.

"Uh... dad?"

"Hey Gwen," he replies, not looking up from under the table. "Take a seat. You know, I've been so caught up in paperwork these past few days... People really don't like it when Sentinels destroy their city," he chuckles.

Gwen takes a seat in the chair in front of George's desk, draping her backpack over the chair. "Can't imagine why they would like that," she smiles. Gwen nervously bites her lip as she twiddles her fingers, "Dad, I have to talk to you."

"Yeah, Gwen, just give me a second to pick up these papers."

"But dad, it's important -"

"Don't worry Gwen, just a second and you'll have my full-"

"You're gonna be mad," Gwen announces. _That _caught his attention. The man rises from the floor, nearly bumping his head on his desk as he does so. George sighs as he sets the papers he picked up from the floor on the desk, and sits directly across from Gwen.

"What's wrong, Gwen? You can tell me anything, I won't be mad," he assures. He continues when he notices his daughter look down at her shoes, worry in his tone. "Gwen, honey, did you... _y'know_. Did you have, uh..." Gwen narrows her eyes at her father, wondering what he could be trying to say. "You know what I mean," he sighs.

Gwen's eyes widen in realization and disbelief when she finally realizes what he's referring to. "Dad, no! Oh my God, I can't even believe you would think that!" she exclaims, burying her face in her hands.

George slumps down in his chair, slightly relieved. At least she didn't do what he _thought _she did. But that didn't change the fact that Gwen did something wrong, and he needed to know what is was.

"Uh, yeah... just forget it. We can have that talk later," he laughs, gaining a glare in response from his daughter. "Gwen, what did you do?"

Gwen's eyes flicker to her backpack, a slight hint of regret washing over her. But it was worth it. If this is what it would take to put Smythe into jail, then Gwen would do all she could to make sure just that happened. Gwen opens her mouth to respond, but she can, a police officer bursts into the room, clearly flustered.

Gwen recognizes the woman as Jean DeWolff, a family friend that went way back with George. She flashes Gwen a smile before walking up to George's desk, a stack of papers in her hands. "All done," she says as she puts the papers next to George's stack on the desk. "Sure was a lot."

"Yeah, tell me about it," George smiles. "Is that all you came to do, Jean? Sorry, but I'm a little busy talking to Gwen right now."

"Woops, sorry," she apologizes as she walks over to the door. Before she leaves, she turns back to George. "Hey, I just wanted to do a follow-up on the missing folder in the precinct. You find it anywhere yet?"

_Crap_, Gwen winces. George notices her look down to her feet, nervously biting her lip. He sighs, finally realizing what trouble she had gotten herself into.

"No. But I think I have a pretty good idea of where it is," he says, his eyes locked on Gwen.

Jean raises an eyebrow when George doesn't elaborate, leaving the room to him and Gwen. George sighs, getting up from his chair and walking to the filing cabinet. Officer DeWolff figured out there was a missing file on "Alistair Smythe" yesterday, and the police officers had been searching for it ever since. Apparently, they wouldn't have to be searching for much longer.

"Gwen..." he starts, shaking his head. "Did you take it?"

"Okay, yes," she admits. "But I had a good reason to!" she continues when George begins to rub his temples. Gwen opens her backpack, pulling Alistair's police record out of it and placing it on George's desk. "Before the Sentinel attack yesterday, I was snooping around in the filing cabinet and I-"

"When I specifically asked you _not _to-"

"Yeah, I know, sorry," Gwen sighs. "I found out that Smythe had a police record, so I wanted to check it out for Harry. To make sure he wasn't living with a psycho or anything," she explains. "At first I thought it was nothing. I mean, I went over his record and there was nothing major there, just some minor felonies when he was a teenager. People change when they get older, right?" She continues when George nods, "That's what I thought too. But I got some information from - uh - an inside source, and Smythe really _is _a bad guy. He's the reason all these bad guys have been showing up in the city - he's been hiring them, or even creating them. Like Hobgoblin, Mysterio, and Man-Wolf. And the same with the Sentinels and Trask."

"Gwen, how do you know all of this?" George asks, trying to take in all of the information. He knew that she had her suspicious of Smythe from the beginning, but half of the things Gwen mentioned occurred _before _the Stacy family moved to New York. He sighs when she doesn't say anything, "You're not going to tell me."

"I can't, I'm sorry," she apologizes.

"Okay," he starts. "How about I just ignore the part where you're hiding things from me and get on with it? How come the police doesn't know about any of this?"

"The Avengers are handling it."

"So, you're friends with an Avenger now?" George asks, raising an eyebrow.

"No dad, I'm just incredibly smart. You know that," she smirks. "I figured this all out on my own."

George rolls his eyes, putting Alistair's record back into the cabinet. He wasn't falling for _that_. Although Gwen was a very smart girl, there was no way she would be able piece together all of this information, at least not before the police could. She obviously knew somebody who told her this information, but since she wasn't willing to give that up, George decides to change the subject.

"You're sure about this?"

"Yeah, one hundred percent sure. I was _especially _sure after he talked to me earlier-"

"Wait. He _talked _to you?" George asks, anger causing him to raise his voice. "Gwen, why were you in Oscorp? What did he say?"

"I wanted to visit Harry, but he wasn't in the building. But before I could leave, Alistair _insisted _for me to go inside and wait for him," she sighs. "I... I don't know how, but I think he knows that I know about him. That I know what he's doing. He said he wanted the conversation to stay between him and me, but obviously _that _didn't happen."

"Damn it," George sighs, sitting back down in his chair. "Gwen, I'm glad you told me all of this, but you could've led with that. But don't worry. There's no way I'm letting him do anything to you, alright?"

Gwen nods, a smile flashing across her face. Although Alistair probably had a _lot _more power than him, George wasn't about to let anybody hurt or threaten his children.

"Okay, you know what? We'll look into this tomorrow," George says. "I'll have to talk to the Avengers too to confirm what you told me - then Smythe can be put behind bars. Thanks for telling me all of this," he smiles. "But don't think I'm not mad at you for stealing that folder, Gwen. No matter what, stealing is _not _allowed here and-"

Before George can finish his sentence, Jean bursts into the room, wearing her police gear. George instantly rises from his chair, reaching over to grab his police gear as well.

"Sir, according to one of those teen superheroes, there's about to be a fight between Spider-Man and... the Vulture, I believe. Apparently, they'll be heading towards Times Square."

"...Vulture?" George asks. "Man, you know this is a weird city when _that's _the most normal thing I've heard all week," he sighs. "We're on it. And you-" he points to Gwen. "We'll continue this conversation later. But I need you out of my office, I don't want a repeat of your actions."

"Worried she'll find your superhero trading cards?" Jean smirks.

"I don't have..." George trails off, narrowing his eyes at Jean and Gwen as they laugh. "Forget it, let's go." He leaves the room with them, locking his office door behind him.

George turns to Gwen, kissing her on the forehead before throwing on a jacket. "I'll get somebody to drive you home, okay? Be safe. Tell your mom I'll be home soon."

Gwen nods, and with that, George rushes out of the precinct, followed by the rest of his police squad. Gwen lets out a sigh of relief as she slings her backpack over her shoulders, relieved to finally be free of Alistair's folder.

_Okay, _she smiles. _That wasn't so bad._

* * *

><p>"Hey Gregory, any idea where Vulture went? Or how to stop these things?!" Spider-Man exclaims as he dodges the blades by jumping through the air with his acrobatic skills. He occasionally catches some of the blades every once in a while, to stop them from hitting him, and more importantly, Gregory.<p>

"Uh... no, I... I don't know," Gregory stammers, clearly terrified out of his mind. He crouches on the ground behind the masked teen, just hoping that he won't get hit.

"Great," the masked teen sighs. "_Juuust_ great."

Unbeknownst to the pair, Vulture watches from above the door, peering slightly into the room. A wicked grin forms on his face as he watches the masked teen try to protect Gregory and dodge the blades at the same time. However, a frown flashes across his face as one fact comes to mind - _Spider-Man _was protecting Gregory.

_I suppose I'll have to save killing Gregory for later, _he scowls. _When that bug isn't trying to stop me. _He uses his wings to fly high up into the air, aiming to escape the area.

_Okay, I need to get Gregory out of here before he gets hit. _Spider-Man looks up, an idea popping into his head when he spots the windows at the top of the room. He works with his spider-sense to anticipate when another blade is going to whiz by, using his web shooters to grab the ends of two and throw them up to the window. Spider-Man shields Gregory with his body as glass rains down on the two.

Spider-Man grabs Gregory with one hand and uses his free arm to shoot a web to the roof of the building. Once he yanks down on it, the two escape the building, and the teen swings down to the ground

"Okay, you're safe now," Spider-Man says. "And totally owe me a jetpack," he adds quickly.

"T-Thank you, Spider-Man, thank you _so_ much. I _promise _you I will repay you," Gregory says before he runs away from the factory. He didn't want to be involved in any of this anymore, and with good reason.

Spider-Man scans the skies for any sign of Vulture, he had to be around _somewhere_. A smirk appears on his face when he spots the villain flying over the factory, in the _opposite _direction of Times Square.

_Oh no you don't_, he thinks as he uses a web to swing directly below Vulture, sticking onto the side of a building. "Whoa, whoa, whoa!" Spider-Man exclaims. "Y'know, I never asked because you were too busy trying to kill me, but do you have a permit to fly that?"

"I don't have time for you," Vulture scowls. He flies higher into the air, causing Spider-Man to follow by climbing higher onto the building.

"So you _don't_ have a permit," he continues, shaking his head.

The villain simply ignores the teen's annoying comments, continuing to fly into the air. He _didn't _have time for this, and he would have to get away before the police came.

"Dude, come on! I thought we had a connection," Spider-Man frowns, wiping away an imaginary tear.

Vulture ignores the teen once more, flying higher and higher into the air. By this rate, the villain would soon be out of reach, as Spider-Man didn't have that much of the building left to climb onto.

_I need a way for him to get back over here! We both know I can't swing up there, there's nothing for my web to attach to... _Spider-Man purses his lips as he tries to think of an idea to lure Vulture to Times Square, a smirk appearing on his face once he does.

"Well, okay then. Go ahead and run away," he sighs. "That's probably why Bestman fired you in the first place." The masked teen grins behind his mask, _that _definitely got the villain's attention. Vulture stops flying in the air, turning to face Spider-Man, a look of anger on his face. "There's no place for _weakness _at that company, so Bestman was _obviously _the best person to take on that project."

"Are you serious?!" Vulture yells, his voice filled with anger. "He _stole _those designs from me!"

"_Stole_? More like he _upgraded _them," Spider-Man grins as he climbs to the top of the building, sitting on the edge with his legs crossed. "I'd buy his over... _yours _any day," he continues, trying to put in as must disgust into the sentence as he can.

The masked teen's eyes widen when Vulture charges for him, a look of pure anger on his face. Looks like that comment _really _set him over the edge. Spider-Man quickly swings through the city, trying to avoid the villain's grenades and sharp wings. This time, Spider-Man _wouldn't _let his webbing get cut, he learned his lesson from before.

His eyes light up behind his mask when Times Square comes into view, and the trap Ava set up was visible. Hopefully, the Vulture wouldn't be able to see it. Spider-Man slows down his swinging, feigning fatigue.

"Giving up so easily?!" Vulture yells. He speeds up his flying as the duo enters Times Square, gaining the attention of civilians on the streets. A grin appears on his face as he finally catches up to the hero - he would be able to get his revenge in front of _all _of these people.

The grin is wiped from his face as Spider-Man suddenly lets go of his webbing, dropping to the ground below. Before Vulture can react, he flies into a huge spider web, spanning between two buildings in Times Square. He tries to free himself, looking down to see Spider-Man standing with another female superhero, giving her a fist bump. Vulture struggles against the grip of the webbing, but it was no use, he was _stuck. _Now _he_ was Spider-Man's prey.

"Looks like you're in a _sticky _situation," Spider-Man grins.

White Tiger jumps into the air, grabbing onto the web with ease and baring her claws. With one quick movement, she slices through the power pack on Vulture's power pack. _Now _he really wouldn't be going anywhere. "Just making sure," she smiles.

"Don't worry, I'm sure he'll be _sticking _around," the masked teen laughs, gaining a glare from White Tiger. "Okay, geez. I'll stop with the puns."

Vulture sighs as he hears the distant sirens of police cars in the distance. They must have informed the police about him _before _they trapped him in the web. First, Spider-Man had taken away his only opportunity to kill the man he hated, he humiliated him in front of the city, and now, he was going to _jail_? He would _definitely _get his revenge on the masked teen.

White Tiger drops down to the pavement, standing beside Spider-Man. "Nice job out there," she smiles.

"Hey, we wouldn't be here if it weren't for your idea," Spider-Man grins. "I think we make an awesome team."

"So, what do we do now?"

"Well... I have to leave before the police arrive, or they'll try to arrest me or something," Spider-Man says with a roll of his eyes. "So... you still up for a movie night? I know the perfect place for one."

"Why not?" she replies with a smile.

Before the teens have a chance to leave, a strong gust manifests above Times Square, belonging to only one possible vehicle - the Helicarrier. White Tiger winces as the aircraft lands, and Nick Fury steps out, looking displeased. Or maybe that was how he always looked, Spider-Man couldn't tell. The rest of her team steps out, Nova seeming to enjoy _every _second of this moment.

"Tiger," Fury says. "We need to talk."

* * *

><p>"He wasn't even mad?" Peter asks, surprised.<p>

After successfully capturing Vulture, and Nick's talk with Ava, the couple decides to go back to Avengers Tower to start their movie night. Mainly due to the fact that Tony's television was _huge _and Aunt May was home. Ava looks up at Peter who crawls around on the ceiling, even though she was sure that Tony asked him to _not _to that.

"No, he _was_ mad. Just not as mad as he used to get with you. I think he has a higher tolerance for me," Ava grins, earning a frown in response from Peter. "Anyway, he said that he was impressed we were able to pull that off without any damage. _But_, if I try to do that again, he'll suspend me from the team."

"He never would've done that with me," Peter grumbles, dropping from the ceiling. "Whatever, I'll _try _not to be offended," he grins. "Hey, could I have my web shooters back? They have a limited warranty, y'know."

Ava hands the web shooters back to her boyfriend, "Those were fun to use. Although I don't suggest ever trying to make a giant web in between two buildings. That was _not _fun," she sighs, sitting on the couch.

"Yeah, getting chased by the Vulture wasn't any better," Peter grins, sitting next to her and putting his arm around her shoulders.

"Would you two like anything?" J.A.R.V.I.S' voice booms, startling the two teens. "My apologies. I did not mean to scare you. Perhaps a beverage would make up for that?"

"You know what?" Peter laughs. "Sure, J.A.R.V.I.S.," he replies. "I want-"

"-Scotch," a fourth voice interrupts. Peter and Ava look down the room to see the Avengers entering the Tower through the elevator, looking _exhausted_. At least, that could be said for Steve, Bruce and Sam, who say a quiet hello to the teens before walking upstairs to their respective rooms. Tony sits at the table in the room, a grin appearing on his face as a robotic hand pops out an opening in the table, handing a drink over to him. Natasha rolls her eyes at Tony as she takes a seat at the table along with Clint.

"Aye, Peter, I've never met your maiden formally," Thor beams. He takes Ava's hand in his, kissing her hand before letting it go. "It's an honour to meet you."

"You too," Ava grins.

"Oops, we were interrupting something?" Tony asks, noticing the way Peter and Ava are sitting on the couch.

"Uh, it's okay," Peter says, looking at Ava. "We could just go to my room."

"Wait, wait!" Tony exclaims, holding up his glass of scotch in the air. "You didn't even get to tell me about your day. Or, y'know, ask me about mine."

This gains an exasperated sigh from Natasha, who glares at Tony. "Well, uh..." Peter starts. "Our day was normal, I guess. All we did was get chased by a crazy flying bird man who was _obsessed _with revenge. Oh, and I told my friend that I'm Spider-Man."

_That _catches the other Avengers' attention. Sure, fighting a super villain was a pretty normal thing for superheroes to do, but Peter _never _revealed his secret identity to anybody but his teammates.

"But don't worry!" Peter exclaims, noticing the worry on their faces. "She won't tell anybody, I can trust her."

"Well, it seems like you two had a relatively normal day," Clint sighs. "While we were getting chased by dinosaurs. Have you ever seen the inside of a dinosaur's mouth? Trust me, you _don't _want to," he shudders.

"What were you guys even doing in the Savage Land?" Ava asks, curious.

"We were fighting along Ka-Zar and Shanna," Natasha replies. "We received a distress call from them this morning."

"Who and who?" Peter asks.

"They're in the S.H.I.E.L.D. handbook. You've read the handbook?" Ava and Natasha say in unison. They both look to each other, slight hints of amusement on their faces. "I like her," they say again in unison.

Clint and Peter look to each other, worried looks on their faces. This could be the start of a new friendship. A very _dangerous _friendship.

* * *

><p>Alistair Smythe opens the door to his secret base under the Brooklyn Bridge, cautiously checking over his shoulder to make sure nobody is watching him. He wouldn't want to be discovered now, especially after the progress he had made.<p>

As he sets the briefcase he brought with him on the floor, one thought crosses his mind; maybe he _was _discovered. Although he had asked Gwen to keep their conversation private, he knew that she definitely wouldn't listen to him. But it didn't matter anymore. By tomorrow, _everything _would change.

Alistair smiles at the scene before him, his creations were finally finished. Before him stands an army of robots, similar to Spider-Man in appearance. However, their black and red suits contrast greatly with the bright blue and red of the teen's. Their dull red eyes look down at the floor beneath them, although that would change when Alistair turned them one. But there was still one thing missing.

He walks into another room in the lair, pushing the door open to reveal his room full of vials. He walks over to the section where the red vials are, his hand hovering in front of the rack before finally grabbing the right one. _Spider-Man's blood. _

Alistair walks back into the room filled with his robots, sitting on a chair in front of them. He takes out a laptop from his briefcase, setting it on desk in front of him. After he turns the device on, he plugs it into another electronic device next to it, the latter having an empty hole which was a perfect fit for the vial of blood. He inserts the vial into the hole, turning around in his chair to face his creations. The robots come of life one by one, much to Alistair's pleasure.

_Now _they were finished.

"Tomorrow... New York will know your name," Alistair grins. "_Spider-Slayers._"

* * *

><p><strong>AN: **So, there's the end of the "Lookout for Prey" arc! What did you guys think of it? And as you can see with Smythe's final line in this chapter, some pretty big things are coming for the next few chapters ;). This is off-topic, but is anybody going to Comic Con? I really wish I was, but unfortunately I'm not :(. I envy those of you who are!

Onto reviews:

**spiderman1fan: **Thanks!

**Story Stalkers: **Wow, you're a fast reader, haha.

**lipidcreeper:** Haha, I really love leaving you guys with cliffhangers! It's fun to see what you guys think will come next.

**ilikehats2: **Haha, I guess she was just too caught up in the moment to suggest that. And you'll see exactly what Smythe has planned in the next few chapters ;). Oh no, is your mom okay? And yeah, you can usually expect me to update every Friday :).

**felipe666: **Yup, I agree, Spidey would definitely be in his own category along with the Hulk. All you need to know about the aftermath of the battle is that the city pretty much got trashed.

**don360: **Thanks!

**Guest: **Not in this chapter, but expect something coming up soon. ;)

**Dr4g0nb411z: **Thank you!

**latinoheat151: **Haha, I've actually noticed that you have really really wide knowledge of the villains, that's pretty impressive! I really hope there's romance in the show too, although I don't think they're gonna do that.

**ArianandXaia: **Of course, Gwen is a very smart girl! I agree with you there, I love the MCU and TASM movies the most as well. By "poor choice of words" he was referring to Gwen saying "I don't know what you're talking about" :).

**Nameguest: **It's explained in this chapter!

**Welcome to the New: **I'm glad you liked her reaction! We'll just have to wait and see for what Smythe has planned for Gwen ;). I definitely agree with you there, I really really loved Age of Extinction! I'm even more excited for Guardians of the Galaxy, haha.

**Guest: **Don't worry, Gwen knows how to keep a secret ;). As for more Peter/Ava fluff, you can _definitely _expect that in the upcoming chapters. I have something very big planned ;).

**Purple Pixie5: **Thanks, and I'm not sure yet, but maybe I'll be able to find a place for them!

**Aracely:** Yup, you're right! I'm basing her more on her Ultimate counterpart and the movie one too. By the way, I love your username :).

**-ThatOneGirl32**


	32. The Spider-Slayers, Part 1

"I did _not _wake up at five in the morning to do this," Spider-Man grumbles as he looks up at the figure above him.

He'd started his patrol two hours ago, hoping to stop some crime before school started. It was a relatively normal morning, with one mugging and a carjacking to stop. But he didn't expect that he would see anything like _this._

In front of him stands a man who towers over the city, thanks to the use of his stilts. But they aren't just regular stilts. They're stilts that make the man over _two hundred _feet tall. Spider-Man gapes up at the villain, not knowing whether to laugh or face palm. This was _definitely _one of the stupider villains he had to face.

"At least he's not an animal-themed villain," the teen jokes before shooting out a web towards a skyscraper. Spider-Man sticks to the side of the building, looking up at the villain. He examines the assailant's armour once he notices that he's still unaware of his presence.

The villain is covered from head to toe in a special kind of metal. He didn't seem to have any powers, otherwise he would've used those instead of just rampaging through the city.

_Okay, just looks like a regular guy in some crazy armour, I guess. How about I call him... Stilt Man! _the teen grins. _I should get into the super villain naming business. If there is one._

Spider-Man shoots out some webbing at the back of Stilt Man's head in an attempt to gain his attention. He frowns when the webbing doesn't stick, sliding down to the ground.

_Maybe his armour is coated in something that my webs can't stick to... _Spider-Man thinks. _I bet it's silicon or something. Well, I guess I'm just going to have to do this the old fashioned way. _

The masked teen jumps from his position on the building to one of Stilt Man's arms, gaining his attention. A grin appears on his face behind his mask when Stilt Man tries to shake him off the arm, but to no avail. Spider-Man climbs up to the villain's shoulder and sits down, his legs crossed. Through his faceplate, the teen notices that the man looks _extremely _angry, but that was normal for just about any super villain.

"Hi!" Spider-Man exclaims, extending his hand out for the villain to shake it. "I don't know if you know this, but New York has a strict 'No putting on stilts and rampaging through the city' policy. I think you're the first person to break it, so congratulations!"

Stilt Man gives one last shake of his arm, trying to get the teen to let go. "I've heard of you, Spider-Man. I thought you would be more serious in person."

"I've heard of you too. I thought you'd be taller," Spider-Man grins. "Actually, I'm kidding. I've _never _heard of you _or_ anybody that was crazy enough to put on stilts and become a super villain. Like, c'mon dude! Do you knowwhat you could be doing for the window-washing business?"

Spider-Man watches as the villain's face turns from one of moderate anger to _pure rage. _He was really good at doing that to villains. Stilt Man violently shakes his body, letting out a frustrated groan when Spider-Man continues to stick on to his shoulder.

"So, I bet you wanna fight me, right? But before we do, I have one question. _Why_? What made you think _this_-" he moves his hands in a circle, gesturing to the body of Stilt Man. "-was a good idea? That colour is _not _good on you. I think orange would compliment your face a _lot _more. Plus, the fact that you're standing on giant stilts makes you look insane."

"These aren't just 'stilts', Spider-Man. They're my artistic creation," the villain scowls.

Spider-Man tilts his head to the side, clearly confused. Did this guy honestly think that his "artistic creation" was doing anything good for him? It just made him look like a lunatic.

"Whatever you say, Stilt Man," Spider-Man grins before shooting out a web towards a building. Stilt Man quickly follows as the teen swings away, deeply enraged by his comments. The villain slowly breaks into a slow run as Spider-Man speeds up his swinging.

_Now that he's running fast enough, I just have one last thing to do... _The teen stops his swinging, and drops to the ground abruptly. Stilt Man grins, seeing this as an opportunity to crush him once and for all. Spider-Man calmly waits on the ground, leaning against a police car.

"Whoa, Spidey, how are you gonna stop that guy?!" a civilian asks, ducking behind the police car Spider-Man leans against.

"Like this." The teen takes a few steps backwards and sticks out his leg, waiting for Stilt Man to pass. Before he can react, Stilt Man trips over Spider-Man's leg, and unable to catch himself, he crashes to the ground, his legs getting tangled up behind him. New Yorkers gape at the scene before them, silent chuckles escaping their mouths.

"Okay, now all I need to do is web this guy up then I can get to school," Spider-Man says as he takes his phone out of his pocket. His eyes widen when he sees the time. _8:17?! Oh crap! I only have three minutes left to get to school! _

"Don't worry Spider, I'll take care of it," a voice from above calls out, startling the teen. Spider-Man turns around to be greeted with the familiar figure of Black Cat, twirling her white hair with a finger.

"Oh! Hey, Cat. Long time no see," he replies. "You're honestly going to take care of this guy for me? Cat, that's so nice and- ...not like you. What's the catch?" Spider-Man asks, folding his arms.

She takes a seat on one of Stilt Man's broken stilt legs, sighing. "Oh, _please_. Friends can't do things for friends?"

Spider-Man narrows his eyes behind his mask, speaking up when he realizes that she can't see his face. "Depends on your definition of 'friend'." They hadn't known each other long, but if there was one thing he knew about the Black Cat, it was that she was sneaky. And almost everything she did had a hint of mischievousness behind it.

"Okay, how about this. I'll get you a dictionary later," she grins as she takes a glance at the teen's phone. "You have to get to school. Don't worry, when you get back we can have a tea party and talk about our lives if that's what you want, Spider."

Spider-Man rolls his eyes behind his mask. "Okay, sounds great. I'll bring the tea," he replies, shooting out a web towards the nearest lamppost. "But, uh, thanks. Even if I don't know your motive behind this." He swings away from the scene of the fight, feeling a twinge of regret. Sure, he knew Black Cat, and she said that they were "friends" but that didn't change the fact that she wasn't exactly Samaritan of the year. _There's definitely something going on with her, but I'll have to deal with that later. I have to get to class before anybody notices I'm not there, _he sighs.

She watches as Spider-Man swings into the city, swinging her legs as she sits atop Stilt Man. _Typical. The one time I actually want to do something for somebody they think I have ulterior evil motive behind it. Truth is, I'm just bored. Flash is in school and my leg is fully healed now... what's a girl to do?_

She glances down at Stilt Man as he begins to stir, trying to lift himself off of the ground. Black Cat jumps off of his legs with a sigh, only realizing how huge the villain's legs are when she lands next to them. They are nearly as wide as she is tall.

_Ugh, this is just a reminder why I don't do patrols. I don't want to have to deal with lunatics like this. I mean, seriously? Stilts?_

The masked teen walks over to Stilt Man's head, looking him dead in the eye as he tries to get up.

"Listen. You're not going to want to get up. You're going to lay here and wait for the police to come and arrest you." She frowns when he ignores her, continuing to push himself off of the ground. "Well, at least you're persistent," she grins. "You know, I have a knack for making bad things happen to people. I mean, can you imagine how much it would _suck _if the hydraulics in your legs stopped working? That'd just be _bad luck_."

As if on cue, Stilt Man's legs give way, and he crashes to the ground once more. A grin appears on Black Cat's face once she hears the distant police sirens, knowing that this villain would _definitely _be going to jail.

But the one thing she's really proud of his how she was able to take down Stilt Man. Ever since her last meeting with Spider-Man, she'd been practicing her bad luck powers on various crooks that she and Flash encountered when he asked or rather, forced, her to go on patrol with him, And now, she could fully control who she wanted those powers to affect, which deemed helpful in fights.

A crowd forms around Stilt Man, and civilians start taking out their phones and cameras to take pictures and videos of the new villain. Upon hearing the police, Black Cat turns to walk away from the scene of the fight, thinking that the police would ask her to clean it up, when something more interesting catches her eye. She notices a man in the crowd, wearing an Oscorp t-shirt.

_They make those? _she shudders. _You'd have to pay me to make me wear one of those._

What stands out to her are his red eyes, moving back and forth through the crowd, almost like he's scanning it for something. The masked teen's eyes narrow as she watches the man as he moves. His movements are robotic, and he holds long stares with each person his eyes meet until he moves onto another person.

_That's not creepy at all. _She decides to follow the man, wondering what he's up to. Besides, it's not like she has anything better to do.

Black Cat follows the man, who leads her closer and closer to a place she remembers from a few weeks ago - Midtown High. She jumps when the man suddenly turns around, his red eyes staring straight into hers.

"Target acquired. Not Spider-Man. Status: Irrelevant." The man continues to walk away from Black Cat, as if she's invisible.

_Okay, there is no way that thing is a human. _"'Irrelevant'? Now that just hurts my feelings," she frowns. She pushes the "man" to the ground, disrupting his disguise. _Looks like I was right_, she thinks as she takes a step back from the man, who wasn't a man at all. It had transformed into some kind of robot, its appearance strikingly similar to Spider-Man's.

Black Cat throws out a grappling hook from her hand, wrapping the wire around the robot's head. Its eyes glow a bright red before popping off, landing on the ground and rolling next to the teen's feet. She picks the robot head up off the ground, remembering the design from somewhere - _Smythe._

_I remember Smythe showing me the early designs for his Spider-Slayers, but he went along with the other one. I guess he changed his mind... _She looks down at the robot on the ground, watching as the power drains from its body. _Smythe must have perfected his stupid robots if he was willing to send them out here, which means he got a hold of Spider-Man's blood. Ugh, I told that idiot to be careful_!

She drops the Spider-Slayer's head on the ground when a realization dawns upon her. If the Spider-Slayers were tracking Spider-Man by blood, then they would all move towards the school. Even worse, Smythe had installed a way for them to disguise themselves. They could be _anywhere. _And they all had one target: Spider-Man.

* * *

><p>Mary Jane Watson and Ava Ayala sit in their gym class, waiting for their teacher to start the class. Ava glances at the doors, then at the clock in a repeated motion, gaining the attention of the redhead. Mary Jane smiles, shaking her head. She knew that Ava was waiting for Peter, and she also knew that Peter was <em>always <em>late. What was he doing so early in the morning that caused him to be late all the time?

As if on cue, Peter runs through the gymnasium door, making it in with one minute to spare. He even has his gym uniform on, which was impressive. He sits down on a bench next to Ava, trying to regain his breath.

"Rough morning?" Ava asks.

"Well, not exactly," Peter replies. "I had to fight-" He stops once he realizes that Mary Jane is listening to the conversation too, quickly trying to find a way to complete his sentence without using the words 'Stilt Man'. "Uh... I had to fight... the urge to... eat more of Aunt May's wheat cakes! MJ, you've had them before, right? You know how good they are."

"Yeah, I guess," she smiles. "But that doesn't explain why you're out of breath. Did you run over here or something? Oh, were you with Stilt Man?"

Peter instantly freezes up at her question, "Uuuuuhhhhh..." he replies, scratching his head. Why was she even asking that in the first place?

Mary Jane rolls her eyes, reaching for her backpack. She pulls out her phone, the screen showing an amateur recording of the fight between Spider-Man and Stilt Man from earlier. "I heard it just happened a few minutes ago, although it was one-sided fight. Did you get any pictures for the Bugle?"

"Ohhh..." Peter says, relieved that she wasn't asking him about what he _thought _she was asking him about. "Yeah, I did."

Mary Jane shakes her head before turning her attention back to the teacher, currently in the middle of explaining what the students would be doing in class today.

"You are a horrible liar," Ava grins.

"Yeah yeah, I know," Peter groans.

After a few minutes, Peter and Ava stand on the same side of the gymnasium, a red ball in one of their hands. The teacher had separated the class into two teams so they could get ready for dodge ball. On one side stands Peter, Ava, Harry and Danny along with their other classmates, while Mary Jane and Luke stand on the other side with Flash.

Peter sighs, knowing he would have to pretend to suck at dodge ball _again _so he could protect his secret identity. Ava, on the other hand, grins as she waits for the teacher to blow the whistle to start the game. She'd always been looked at as an athletic person since she arrived at the school, so she didn't have much to hide. Besides, the rule was: don't use your powers in school. Director Fury never said anything about using her skills.

Flash Thompson clutches the red ball in his hands, a smirk on his face. Ever since he had become attached to the symbiote, he was able to control it more and more with each day. Plus, having the symbiote upgraded the skills he had before, so now he was an even better player, whether it was for the football team or in gym class.

The teacher raises the whistle to his mouth, ready to start the game when-

"Whoa!" Flash and Peter exclaim simultaneously, clutching their heads. Their spider-senses were going into _overdrive_. Whatever set them off, it was _huge. _

"Parker, Thompson, you okay?" the gym teacher asks, the whistle still in his mouth. "You can sit this one out if you want."

Before either of the two boys have a chance to reply, the wall to the right of the students explodes, sending debris flying everywhere. Which is too bad since S.H.I.E.L.D. had scrambled to get the gymnasium fixed after the Vulture's attack. An army of robots filters into the gym, their disguises disintegrating as they train their red eyes on the class of students.

Peter looks down at the floor, trying not to look angry. He knew what the robots were. Thespider-soldiers Smythe had been working on ever since he became the CEO of Oscorp. They were easy to deal with the first time he faced them with the Avengers, but clearly, Smythe upgraded them after their first encounter. And it didn't help that Harry - the Hobgoblin - had gotten a hold of his blood a while ago.

Peter exchanges a knowing look with Ava, Danny and Luke, turning back to the robots as his former teammates guide the other students in the class to safety. The Spider-Slayers were here for Peter, and Peter only. If they wanted him, then they were going to get him.

"Parker!" Flash yells, startling him. "You need to get outta here!" he orders, pointing to the door.

"No, _you _need to get out of here!" Peter yells back. Why was Flash even telling him to get out of the gym? _He _was the one with superpowers, _not _Flash. If anything, Flash should've started running for his life a few seconds ago.

Flash looks around the gymnasium, seeing that it's empty except for him, the Spider-Slayers and Peter. _What the- why isn't he leaving! Peter should stop trying to be a hero, I'm the one with the superpowers! _"I'm not going anywhere! Leave before you get hurt!"

Peter scrunches his face up in confusion. Was Flash really trying to protect him? They _were _friends now, but he didn't think that Flash would try to risk his life to save him.

"Target acquired: Spider-Man," the robot says, snapping Peter out of his thoughts. The army of robots turn to Peter, their red eyes shining even brighter. "Status: Soon to be captured."

_Couldn't this wait until I was out of school?! _Peter groans, resisting the urge to face palm. He looks at Flash, who stands frozen in one spot, his eyes widening as he fully realizes what the Spider-Slayer just said to Peter. Peter sighs, knowing that he would have to explain himself later. Right now he had to focus on getting rid of the robots and not the fact that his secret identity was just revealed without his consent, _again._ Eventually people would find out about his secret, that was to be expected.

But what he wasn't expecting was the group of robots to turn to Flash. "Target acquired: Spider-Man," the robot repeats, earning equally confused 'Huh?!'s from both Peter and Flash. "Status: Soon to be captured."

Peter and Flash look to each other, looks of confusion on their faces. "_You're _Spider-Man?!" they ask simultaneously.

* * *

><p>Black Cat sits hidden on the outskirts of Midtown High, looking as an entire army of Spider-Slayers slowly walks towards the school. It was pretty hard to miss them, since they just blew a gigantic hole in the side of the building. Plus, they weren't in their disguises anymore now that they found their target.<p>

_So much for being subtle, _she sighs. She takes another step towards the building when a Spider-Slayer head lands beside her, an arrow embedded in its head. She looks up to find to find one of the only people who could do that - Hawkeye - standing along with Captain America and Black Widow.

"I don't believe we've met before," Captain America smiles. "But I have heard a lot about you from Spider-Man."

"Yeah, including the fact that you used to be all evil and you worked with Smythe," Hawkeye grins, gaining an eye roll from Black Widow.

"He's annoying, I know. Please excuse him," she sighs. "Black Cat, all we want to do is talk. We have question to ask you."

Black Cat raises an eyebrow, staring at the Avengers standing before her. Did Peter _really _tell them all of that about her? He better not have told them her secret identity, or else they would have a problem. "A question like what?"

"Do you know where we would be able to find Alistair Smythe?" Captain America asks, his expression serious. "We need to find him so we can stop this," he continues, gesturing to the army of Spider-Slayers marching into Midtown High. "We discovered one of his 'secret' bases under the Manhattan Bridge, but he wasn't there."

"I... don't know," she sighs. She feels a hint of sadness, but she _honestly _didn't know where Smythe could be.

Captain America crouches next to Black Cat. He _needed _to get this information before Peter or anybody else got hurt, and right now, Black Cat was their only lead on possibly figuring out where Smythe could be hiding. He wasn't showing up on J.A.R.V.I.S.'s radar, and he definitely wouldn't stay cooped up in Oscorp - it would be too easy to find him. "Is there anything you can think of? Anything he said to you in passing?" he presses, wanting to get more information out of her. "I'm sorry for being so demanding, but we _desperately _need this information, Cat."

Black Cat closes her eyes, trying to think back to all of the conversations she had with Alistair. It was hard since it was so long ago, but mostly because she didn't listen when he talked. Alistair was just so full of himself that when he spoke it was like nails on a chalkboard.

_And he still is, _she sighs. _Come on... think, Felicia, think. _Smythe had always bragged to her about how he was a "modern genius" for his creations. He was so confident in himself that he didn't even bother to consider what would happen if his Spider-Slayers failed - _Wait! _Her eyes snap open as she remembers something Smythe said to her in passing. _If they failed..._

"Did you remember something?" Hawkeye asks.

"Yeah, I did... Smythe said that if his Spider-Slayers didn't work, he would have a backup plan to kill Spider-Man." Smythe had only mentioned it once, thinking that his Spider-Slayers would "never fail". But since Felicia was so persistent about asking him what would happen if they _did_, he eventually gave in.

The Avengers share looks with each other, Black Cat's information further reinforcing the fact that they needed to find Smythe _now_. "What was it? Did he tell you?" Black Widow asks.

Black Cat nods once, a sigh escaping her lips. "Operation Twelve."

* * *

><p>"I'm not Spider-Man!" Flash exclaims as he jumps over yet another Spider-Slayer, sending it down to the floor with a punch.<p>

Peter and Flash stand back to back in the middle of the school gym, trying to fight off the horde of Spider-Slayers. It didn't help that there was a giant hole in the wall of the gym and anybody walking by would be able to see them, but that wasn't important now.

"Yeah, I know that, Flash! _I'm _Spider-Man!" Peter replies. "You... you're definitely _something_, or else they wouldn't be targeting you. _What _are you?"

"Well, uh-" Flash pauses, throwing a Spider-Slayer over his head. The Spider-Slayers were circling the two teens now, which makes it even harder for them to try and work things out about their secret identities. "The symbiote got attached to me somehow, y'know, during that day that Spidey - I mean, _you_ were fighting Hobgoblin," he replies. It was still hard to believe that _Puny Parker _was Spider-Man. "And I was able to control it, so I thought I'd go out and become a superhero, like Spidey - I mean, _you_. Then I met Cat and she's kinda training me to be a better fighter so I can help her out with something too."

"_Wait_." Peter pauses, raising an eyebrow. "Felicia never told me that you were Agent Venom. I mean, I know we don't really talk or anything, but..." He trails off, rubbing the back of his head. "I still thought she would've told me about something as big as the _symbiote_."

"You know Felicia too?"

"Well, yeah, it's kind of a long story. But we don't have time for this right now. We can explain everything to each other once we're not in danger of being killed!" Peter exclaims, using his web shooters to blind two of the robots. "We need to find somewhere safe. Somewhere they won't be able to reach us..."

Peter's eyes dart to the giant hole in the wall, then to the window and the gym doors, counting three ways of escaping. All they have to do is stall the Spider-Slayers for a couple of seconds so they can escape, and get somewhere safe like the S.H.I.E.L.D. Helicarrier or Avengers Tower. A light bulb lights up in Peter's head as he looks down to his web shooters, realizing how he and Flash would get out of this situation.

"Flash, we're gonna need webbing to get out of this," he says. "You _do_ have webbing, right?"

"Of course!" Flash beams, raising his arms to show Peter his wrists. "Wouldn't be a spider-person without it. I mean, if that's cool with you, Spidey. I mean, Peter."

Peter turns to Flash, a look of amusement and surprise on his face. _Is Flash Thompson really getting flustered over me? Am I dreaming? _"Welcome to the family. But we'll have to have an introductory celebration later. Because right now, this is gonna take a _lot _of webbing."

* * *

><p><strong>AN: **Hey everybody! Sorry for the delay with this chapter. I had it ready on Friday but when I read it over I wanted to make some changes! I hope you guys enjoyed reading it :). Have any of you seen Guardians of the Galaxy yet? I did, and it was awesome! Plus, the Deadpool test footage that leaked a while ago is pretty awesome too.

Onto reviews:

**spiderman1fan: **Thanks!

**latinoheat151: **Yeah, I was the same too. Although I didn't really get into the comics and stuff until I watched TASM 1, then I was really interested. I'm glad you saw the rest of the Season 3 episodes, but it looks like they've stopped airing in the UK for a while, I'll be sure to tell you when they come back. I really hope that they add romance too, and you should watch GOTG, it was amazing!

**ilikehats2: **That's good to hear! I hope she gets better :). Don't worry about Peter and Ava, they'll have their moments these next coming chapters for sure.

**don360:** Thank you! And haha, I'll get to Comic Con one day, eventually.

**Dr4g0nb411z:** Don't worry, there'll be a lot more stuff with the Avengers. :)

**sport21: **Yup, Smythe's transformation will be coming very very soon, you'll just have to wait a few more chapters before that happens. I haven't really thought about bringing in Jackal or Cloak and Dagger, but maybe I could be able to fit them in somehow. Have you seen GOTG yet?

**Welcome to the New: **Yup, Smythe definitely has some big things planned these next coming chapters ;). Hopefully I'll be able to go to Comic Con one day too! And haha, I love seeing movies in 3D, although it feels weird when I wear the 3D glasses over my actual ones.

**Story Stalkers: **I'm glad you enjoyed it!

**Silentman87: **That's actually a really good idea! I'll think about it.

**Guest: **Haha, it took me a while to notice that too. Smythe got a hold of Peter's blood in Chapter 12 when he used the Hobgoblin to go after Spider-Man.

**TheFemaleBen10: **Oh my gosh, I think that's the fastest anybody has ever read a 30 chapter fanfic, haha. If you like people's secret identities getting revealed, then I'm sure you'll like this chapter too. ;)

**Ariana:** I'll definitely have one in the future, but probably not next chapter.

**Guest: **You'll definitely see a relationship developing between Flash and Felicia, and with Harry as well, although I won't say who it's with ;).

**Namegueest: **Thank you, and don't worry, there'll definitely be a _lot _more emphasis on their relationship in the next coming chapters ;).

-**ThatOneGirl32**


	33. The Spider-Slayers, Part 2

Gwen Stacy stands amongst the students of Midtown High as they're hoarded outside of the school by .S.H.I.E.L.D. agents, courtesy of Agent Coulson. She joins Harry and Lily, who look at the school with worried faces. Gwen would be worried too, but now that she knows Peter is Spider-Man, she's more at ease. He can handle somebody like Smythe. On the other hand, Gwen doesn't know if _she _can handle somebody like Smythe, especially after what he said to her when they met.

"Can you believe this? It's like every other day there's some attack on the school," Lily says, snapping Gwen out of her thoughts. "How did these robots even get here?"

"I don't know..." Gwen replies, although she _does _have a good idea of where they came from. _Those are definitely those super soldiers Peter told me about_. Ever since Peter had told Gwen about his secret, she became more aware of things going on around the school. Like when Peter would get called down to the office every day, she knew it was because the Avengers needed help with something. Or how Ava, Luke, Danny, and Sam would coincidentally all get called down to the office at the same time...

A smirk forms on Gwen's lips as she thinks about how easy it was to figure out her friend's secrets. _I guess some things are more obvious with you know more. Although it wasn't that hard to figure it out in the first place. I mean, it's not like they don't look exactly similar to their superhero counterparts or anything._

Gwen turns to Harry, noticing that he hasn't said anything for the past few minutes, and isn't listening to her conversation with Lily. Gwen places a comforting hand on Harry's shoulder, and he looks down to face her.

"Harry, you okay?"

"Oh, yeah, I'm fine. Sorry," he replies, trying to force a smile. "It's just that I... I didn't see Pete come out of the school yet. I know we've been distant lately, but he's still my best friend. What if those robot things got to him?"

_So I'm guessing Peter hasn't told Harry yet, _Gwen frowns. _I'm not surprised. Norman could've gotten that information out of Harry and used it. _"Harry, don't worry. Peter will be fine, I'm sure of it," she smiles.

Harry returns the smile, although he isn't sure if he believes what Gwen is saying. Sure, Peter is an endurable guy, he'd survived all of Flash's bullying since elementary school. But this isn't some bully, it's Peter versus killer robots. It's not like he's a superhero or anything. One of them is going to get hurt, and Harry has a feeling it isn't going to be the robots.

"Hey, speaking of people getting out of the school," Lily chimes in. "Where are the others? Ava, Danny, Luke, Sam, and Mary Jane..." She trails off as she looks into the crowd of students for her friends.

"I saw them running when those robots attacked, but I didn't see them come out here. I hope they're okay," Harry says, worry creeping back into his voice.

As if on cue, Mary Jane and Ava rush out of the school, the former out of breath while Ava turns back to the school, a worried look on her face. Gwen raises an eyebrow as she notices Danny, Luke, and Sam run around the corner of the school, until they're out of sight. Ava turns to do the same, when Lily grabs her arm.

"Ava, where have you guys been?" she asks.

"MJ and I got caught up in there," Ava says hurriedly. She doesn't have time for this now, especially since Peter is the one that the robots came for. She has to find him, and she has to find him _now_. "We're fine, though. Um, I have to go find Peter, so-"

"You should have seen her!" Mary Jane exclaims. "When those robots burst into the gym, they tore down the entire wall with them. And when we ran outside, there was a student trapped under the debris, and Ava just pulled it off of him! Ava, I knew you were strong, but I didn't think you were _that _strong," she smiles.

_Oh God, I feel like Peter right now, _Ava sighs. "Yeah, it was no big deal."

"Ava, come on!" Lily grins. "That sounds inhuman! You lifted it all by yourself?"

"It was adrenaline," Gwen interrupts. She continues when the four teens turn to her in silence, "You know, like how some people get fueled in dire situations? That's definitely what happened to Ava. It's a common thing, so I'm not surprised she experienced it," she explains. "Leave it to a scientific answer to ruin everything, huh? And here I thought Ava had superpowers... or something." Gwen turns to Ava, a smirk gracing her lips. "But that would be illogical."

Satisfied with her answer, Harry, Lily, and Mary Jane turn back to a different point of conversation now, like what they'll be doing now that the school is closed. Ava pulls Gwen away from the other teens, wanting to speak with her.

"You know something," Ava states, getting right to the point.

"Well, apparently, I don't know everything, _Tiger_," Gwen replies. "Was that a good line? I was trying to figure out how I was gonna tell you that I knew. I had to choose between a sarcastic remark or just coming out and saying it - but I think the first option worked better, right?"

"...Yeah," Ava sighs. If there's one thing that Gwen is, it's smart. Ava has to at least give her credit for that. She isn't so surprised that Gwen knows, since she had been able to work out that Peter and Spider-Man were the same person so quickly. "Well, I guess it's better than you found out instead of somebody evil."

"How do you know I'm not evil?" Gwen asks, raising an eyebrow.

"Gwen, are you evil?"

"A little."

"Well then, you can talk to Director Fury about that," Ava grins. "He'll definitely want to meet you since you know all of our identities." She continues when Gwen's eyes widen, "Don't worry, he's a good person. The eye patch is misleading. He has a soft side for all of us, even Peter."

Gwen sighs with relief, glad to find out that Nick Fury isn't who Peter said he was. The way Peter described him to her in between classes made him sound like some angry pirate. Although that was probably just Peter's inner child speaking, still angry at the fact that Fury wouldn't let him have a jetpack, which was "totally illogical" according to Peter.

"Okay, good," Gwen smiles. "You know, speaking of meetings, I met Alistair Smythe yesterday. And it didn't go so well." She elaborates when Ava raises an eyebrow, wanting to know more. "I don't know how he figured it out, but he knew that I knew who he _truly _was. And he sort of threatened me, and told me not to tell anybody about the conversation we had. But I told my dad, and now I told now, and... I just don't know what to think anymore. What if he does something to me?"

Ava purses her lips, looking back to the damage done to the school. Obviously, Smythe is capable of a lot. If Smythe can create robots for the sole purpose of killing Spider-Man, then Ava doesn't even want to imagine what he can do to a non-powered person like Gwen.

Before Ava has a chance to respond, the two girls turn around, hearing the sound of footsteps behind them. They watch as Coulson walks up to them, eyeing Gwen on his way there.

"Gwen Stacy, correct?" Coulson asks. He firmly shakes her hand with a smile on her face, leaving her with a confused look on hers as she nods. "Good, you know, as principal, I'm supposed to know everybody's names, but sometimes it's _so _hard to remember. Now, getting on to _my _name, I'm Agent Coulson. But I'm sure you already knew that, Peter told you everything, didn't he?"

"How do you know Peter told her?" Ava frowns.

"Fury told me. And, well, as we all know, Fury knows everything," he smiles. "I figured it wouldn't be so hard for Gwen to figure out that the rest of you were superheroes as well. I wouldn't say this in front of Fury, but it _is _obvious." He turns to Gwen, his expression more serious. "Gwen, I don't mean to scare you, but you're not exactly safe out here. We heard about your conversation with Smythe, and ever since then, S.H.I.E.L.D.'s been keeping tabs on your family."

"You have?" Gwen asks, trying to hide the surprise in her tone. "How come I didn't notice?"

"For the same reason none of the other students know that S.H.I.E.L.D. runs this school. Because _we_ didn't_ want_ you to know," Coulson replies. "But now you do, and I ask that you keep it to yourself and go on about your daily life. We'll be monitoring you from inside of your house to make sure nothing happens to you."

"Well, that isn't unnerving at all," Gwen says, her eyes wide with fear. She turns to Ava, "Listen. You go save your boyfriend, and I'll meet up with you guys later, I guess."

Ava and Coulson watch as Gwen walks in the opposite direction of the school, meeting up with her mother who stands by her father. Ava turns to Coulson, her expression rigid.

"Do you know where Peter is?" she asks. She's already wasted too much time here at the school, and she knows that if they don't find Peter soon, he'll get hurt. "We have to find him or else-"

"Sorry, Ayala," Coulson sighs. "But you can't go out there and try to find him. Fury's working on it."

"What? But-"

"Fury's orders, Ayala. I'm sure you wouldn't want to disobey them again, would you?" Coulson asks, continuing when the teen folds her arms. She knows he's right. "We're going to need you and the team back at the Helicarrier, _now_." He doesn't give her a chance to ask why before he continues, "We think that Smythe might be planning something a _lot _bigger."

* * *

><p>"These robot things... they're <em>targeting <em>Spider-Man?"

Captain George Stacy stands outside of Midtown High, trying to hide his surprise as he stares at the scene before him. A mass of students stands amongst themselves, claiming that they ran from what looked like robots. Also, there is a giant hole blown in the side of the school wall, which is hard to miss. Before him stands Bruce Banner and Tony Stark, who quickly work together to figure out where the Spider-Slayers could be coming from.

"Spider-Slayers," Bruce corrects, pushing up his glasses. "And yes, they're tracking him by blood. Smythe got a hold of Spidey's blood a while ago - and now he's using it. I'm guessing that other superhero with him - Agent Venom, I think his name was? Well, according to Spider-Man, the symbiote was created from his blood. The Slayers must think they're both Spider-Man."

"Wow. Okay," George replies. The information is a lot to take in, but when you're living in New York City in a world full of superheroes, it's to be expected. "So Smythe is _definitely _behind this? We can put him behind bars?"

"Well, until we track the Spider-Slayers back to Smythe, we won't be able to do that," Tony replies. "_But_, we have a few other tricks up our sleeves in the meantime. The Avengers have been planning to put him behind bars for a while now," he grins. "We've collected a few witnesses that we could use against him. But if we prove he's the one behind this - which he most certainly is - that won't be necessary."

George nods, catching full understanding of the information the two Avengers just relayed to him. So Gwen was right, and Smythe _is _evil. It doesn't surprise George that Smythe is the one behind this, but it's more the fact that he's willing to go after such a young hero.

George shakes his head, the situation sounding all-too familiar. But they aren't the same thing. Smythe wants to kill Spider-Man, whereas George just wants to know his reasons for being a vigilante. But maybe... maybe it is time to rethink the whole "Spider-Man is a vigilante" ploy. All he's trying to do is clean up the city, and working with the Avengers as he does so. George would never say this in front of his co-workers, but he _is _aware of the fact that Spidey is a huge help to the police force. Maybe he isn't such a bad guy after all.

"So," George says, breaking the silence between the three men. "Those robots aren't going to attack any civilians out there?" The fact that Spider-Man is being targeted by these Spider-Slayers is a problem to George, but as a police officer, he needs to put the safety of the city first.

"No. At least, I don't think so," Bruce replies. "Looks like they're targeting Spidey, and _only _Spidey. Or anybody with his blood, I suppose."

"All right," George nods. Now that he knows that civilians won't be getting hurt by the robots, he can put his full attention to getting Smythe behind bars. But there's still one other person he needs to address: his daughter. "You know, my daughter alerted me of Smythe yesterday, and I know she couldn't have gotten that information herself. Did one of you speak to her?"

Tony and Bruce turn to each other. That has to be the person that Peter was talking about when he said he revealed his secret identity to somebody.

"Sorry, Captain Stacy, but we don't know who you're talking about," Tony replies.

George narrows his eyes at Tony, then looks to Bruce, who gives him a simple shrug. For some reason, George trusts Bruce over Tony. Maybe it's because he doesn't try to sell himself off as a "genius billionaire playboy philanthropist".

"Okay then," Captain Stacy replies, although Tony and Bruce can tell that he doesn't completely believe them. "Is there anything I can do in the meantime?"

"Yes, actually," Bruce says, pushing up his glasses. "The Other Guy won't be much help in this situation, and I'm sure the Avengers are fine without Tony's help, so we'd like to have the help of your police force while we try to find Smythe."

George nods. It's time to put Smythe behind bars once and for all. "Sounds like a plan."

* * *

><p>"Um, okay. You gonna explain what 'Operation Twelve' is, or are we just gonna have to sit here and stare at each other ominously?"<p>

Black Cat glares at Hawkeye, a scowl on her face. If she is being completely honest with herself, she doesn't exactly know what Operation Twelve is. All she knows is that it is a backup plan for Smythe if his Spider-Slayers fail. With the Avengers and S.H.I.E.L.D. working to get rid of the robots, that outcome is looking more likely by the second.

"I don't know what it is," she sighs. "He never told me."

"Well, that isn't very helpful," Hawkeye frowns.

Captain America walks over to the teen, placing a comforting hand on her shoulder. "Ignore him, Black Cat. You've helped us a lot today."

Black Cat nods in reply, standing and aiming to go find Flash, when Falcon flies over to the group of heroes, carrying a robot head in his hands. Black Cat looks over to the school, watching as Thor carries out students who were unable to get out of the school on their own. She also notices that all sounds of battle have stopped, and the school is completely evacuated, including the Spider-Slayers. All of the students are outside now, _except_ for Flash.

As the Avengers crowd around the robot's head, the teen continues to stare at the school, a feeling on uneasiness washing over her as she waits for Flash to come outside. Where _is _he? Maybe he'd decided to play hero and help Spider-Man out with the Spider-Slayers.

"Uh, hey, cat lady I've never seen before," Falcon greets. He turns to the others before continuing, "Thor and I just checked the school. Spidey's not in there, and neither are the Spider-Slayers."

Black Cat watches as the Avengers' expressions turn into ones of uneasiness, one by one. It looks like they _genuinely _care for Peter. On the other hand, the teen feels the same way about Flash. They are partners now, and it's in her best interest to make sure that he doesn't get hurt.

"Iron Man said he saw Pe-" Falcon looks down at the masked teen, realizing that she may not know Spider-Man's real identity. "Uh, Spider-Man and some blonde kid leaving through the window. They sealed up all points of exit so that the Spider-Slayers couldn't escape, but it looks like they tore through the webbing somehow."

"Some blonde kid?" Black Cat asks, her face instantly lighting up when she hears the words come out of his mouth. That _has _to be Flash.

Captain America notices the teen's demeanor as he turns to face her. "I'm assuming you know the person Spidey was with?" He continues when she nods, "Good. We can work together as a team, then. We'll find them both quicker and put an end to this if we work together."

The masked teen stares up at the Avenger, unaware of what to say. She is pretty sure that she "met" him once before, and it wasn't exactly on good terms. It was when she was still working for Smythe, and went after Spider-Man that night on the bridge.

"Wait, isn't she a bank robber of something?" Hawkeye asks, breaking the silence.

"Oh my _God_," Black Widow sighs, resisting the urge to face palm. "Stop it, Hawkeye. Clearly, she's changed her ways. I saw her fighting alongside other heroes during the Sentinel attack on New York."

"Yeah, yeah, I know," Hawkeye grins. "I was just teasing. Come on Nat, you know that."

"We don't have time for 'just teasing', Hawkeye," Captain America says. "We need to find these two boys before they get hurt."

"And how exactly are we supposed to do that?" Black Cat asks.

"Easy. We have a tracker on Spidey, just like we do with all of the Avengers. We could use that, _or_... we could just follow the army of robots marching through the city," Falcon smirks, pointing to the Spider-Slayers slowly making their way into the city on the other side of the school.

* * *

><p>"Okay, but can you do <em>this<em>?" Peter shoots out a line of webbing towards the ceiling, yanking on it and propelling himself upwards. He does a flip in the air, landing upside down on the ceiling, and looking back down to Flash.

Peter and Flash stand in the middle of Avengers Tower, trying to work their situation out. At least now, if Spider-Slayers come for them, nobody else will get caught in the crossfire. Although Peter isn't too sure that Tony would be happy with robots destroying his tower. But the Spider-Slayers won't be coming after them, at least not for a while, thanks to their trap in the gym.

Flash mimics Peter's actions, landing directly next to him on the ceiling. "Yeah," he grins.

Peter frowns, trying to think of something that Flash _can't _do. It's almost as if he has a complete mirror of his powers.

"But do you have _these_?" Peter grins, holding up his wrist so Flash can see his web shooters.

"Uh... I don't have web shooters, the webs just come out of my wrist," Flash replies.

"You have _organic _webbing?!" Peter exclaims. "That is _so _gross, but _so _cool! How come _I _don't have organic webbing?" he frowns. Peter drops down to the floor, walking towards the lab with Flash close behind. "I don't understand. You're Venom-"

"_Agent _Venom."

"Okay, _Agent _Venom. But you can control the symbiote somehow? It doesn't make you go crazy or anything?" Peter asks. Peter is aware of what the symbiote can do to somebody, as he had experienced it himself. He also had to watch his best friend lose himself under the influence of the symbiote multiple times, and he doesn't want that to happen to Flash too.

"Uh, no, not yet, I guess. But it's tried before, like the first day I went out superheroing. I kinda lost control for a couple seconds but I regained it, and ever since then I've been fine," Flash replies.

"Hmm, okay," Peter says, pursing his lips. "Still kinda weird how you can control it though. I think the symbiote just likes you more. I mean, you can control it _and _you have a way cooler suit then the one I had when I was wearing Venom," he grins.

"Uh, yeah," Flash starts, rubbing the back of his head. "We should talk about that. First of all, _how_?! You're like, the most non-athletic kid in the entire school! Sorry, no offense. It's just... unbelievable! How are _you _Spider-Man?"

Peter tries to hold back his laughter, instantly seeing the differences in Gwen's and Flash's reactions to finding out that he was Spider-Man. Gwen totally understood, whereas Flash is just confused.

"There's a reason I act like that, Flash. It's to keep my secret identity _secret_. But that's not going so well because apparently, this week is 'find out everybody's secret identity' week," Peter sighs. "I mean, with you it's okay, because you're a superhero too. But I don't want anybody else to know. I'm not Tony Stark. I'm just a regular kid who has family too. What if something happened to Aunt May because I let my secret get out?"

"Does she know?" Flash asks. He continues when Peter shakes his head, "Oh. Well, she must worry."

"I know. She does worry, and I feel bad, but it's something I _have _to do. I have a responsibility to keep her safe," Peter explains. But would telling Aunt May his secret be _that _bad? Gwen knows, and she's fine with it. But Gwen and Aunt May are two different people - one is a friend, while the other is a caretaker. To Peter, Aunt May is like his mom. How would she react if she found of that her nephew had been playing superhero all this time, and he kept it a secret from her? He just has to think about it when all of this is over. "Okay, change of subject: something less depressing and way more creepy: _Smythe_."

"You mean that guy Felicia used to work with? He's _still _after you?"

"Yup," Peter nods. "He's crazy. The crazy ones are always after me for some reason."

The pair walks into the lab of Avengers Tower, Flash not even bothering to hide his astonishment. Various Iron Man suits lay scattered around the lab, serving as prototypes for the real suits that are eventually stored in the Hall of Armours.

"Cool, huh?" Peter smirks.

"This is _beyond _cool," Flash replies, his mouth agape. "Why are we in here anyway?"

"Well, I figured we could use something to combat the Spider-Slayers. They're only targeting _us_, right? Smythe _has _to be doing this with my blood, and well, the symbiote was created from my blood, so the Spider-Slayers must think you're _me_," Peter explains. "So if I could whip something up to counter their ability to identify us, then I could render them useless. Y'know, like an EMP or something."

Flash nods, understanding the teen's explanation. At least there is _something _he understands. Peter is a bit of science geek, as he created his own web shooters along with the webbing. On the other hand, Flash isn't that great with academics. Sure, his grades are a lot better now - Felicia's been helping him out - but he's still nowhere near Peter's intellect.

"Sorry, I guess I won't be much help with that," Flash replies, rubbing the back of his head. "I'm not that good with science."

"Don't worry about it. I've got everything I need in here," Peter says as he moves his arms around in a circle, referring to the entirety of the room. "And up there. Hey, J.A.R.V.I.S?"

"Yes, Mr. Parker," the AI responds, making Flash jump. "Oh, I see we have a guest. Would you like a beverage?"

"It can do that?" Flash asks, his mouth agape.

"Yeah, I didn't know about that until yesterday," Peter says. "But we don't have time for that right now. I have to work on this device-" His spider-sense buzzes, alerting him of an incoming danger from outside of the Tower. His eyes dart to the window, where he can spot the army of Spider-Slayers slowly making their way towards the Tower. "-And fast. I have to hurry."

The building rumbles, throwing the two teens off balance. Peter's eyes dart to the window again, watching as the Spider-Slayers break through the windows and walls to get into the Tower. Some crawl up the side of the building, while others simply smash through it, drawing attention to themselves from civilians on the street.

"Mr. Parker, there has been a breach on floor thirteen," J.A.R.V.I.S. announces. "You may want to fix that."

Peter rolls his eyes, "Yeah, thanks J.A.R.V.I.S."

"I can buy you some time! I'll hold the Spider-Slayers off out there so they can't get in here," Flash proposes.

"What? No way!" Peter exclaims. "You're not going out there by yourself-"

"Peter, _you're_ the science geek, so _stay in here and let me do this_," Flash says, anger rising up in his voice. "Uh, please." He tries to hide his grin as Peter sighs with a nod, giving him the okay to leave the lab. "I won't let you down!"

Flash jumps out of the lab, the doors closing behind him. His danger-sense begins to buzz lightly as he perches himself on the wall, waiting for the onslaught of robots. His danger-sense grows stronger and stronger, until - the elevator doors are blown apart as the robots burst into the room, and more come in crashing from the window on the side of the room, sending the teen's danger-sense into overdrive. He takes a deep breath as the first Spider-Slayer marches towards him. He's ready for this now.

He jumps from his position on the wall, the Spider-Slayer leaving a giant hole embedded where he once perched. Flash's eyes widen as his danger-sense buzzes, alerting him of an incoming source of danger behind his head. He quickly ducks, letting the robot behind him jam its arm into the one in front of him. Flash shoots out strands of webbing from his wrists, tying up the robot and sending it flying into a Stark Industries monitor.

_Oh man, Tony Stark is not going to be happy about that_, he winces. Flash allows the symbiote fully cover his body, transforming into his superhero counterpart. He punches through a row of robots before shooting webbing at the broken window and the elevator doors, hoping that it'll be enough to hold the Spider-Slayers back for as long as Peter needs. As long as he can deal with the Spider-Slayers already inside the building, Peter will have enough time.

Agent Venom's danger-sense goes off and he turns around, standing face to face with another robot. The teen's eyes narrow at the robot's arm, noticing the strange coloured liquid covering it. The Spider-Slayer extends its arm, revealing a blade that is coated in the same liquid. _Whatever that is, it doesn't look good_, he thinks. _Better not let that get on me. _

Flash turns around, hearing a creaking sound emitting from the other side of the room. His eyes widen when he spots the Spider-Slayers trying to force their way into the lab by tearing the doors open. _Oh no! I can't let them get to Peter or else-_

While he's distracted, the Spider-Slayer jams one of its blades into the teen's shoulder, earning a gasp from him. Agent Venom drops to his knees, instantly feeling the effects of the substance take their toll. But he also feels something else: the symbiote trying to fight back.

_**You need help... let us help you, **_it offers. Agent Venom shakes his head, knowing that he can't go full Venom again. The last time he did that, he seriously injured somebody, and while those robots deserve it, he doesn't want Peter to be on the receiving end if the symbiote does take over.

The teen closes his eyes, feeling his arms and legs go limp. The venom that the Spider-Slayer injected him with is working, and it's working fast. But he knows that he can't give up: not here, not now. He clenches his teeth together, knowing that he won't like what he has to do next. "Okay, _fine_. Help me."

Agent Venom opens his eyes as he feels the symbiote responding to his command, further enveloping his body. His arms and legs regain feeling but the teen can also feel something else: the symbiote getting bigger. Its tendrils begin to protrude from his body, wrapping around and into themselves, creating more muscle around his body. His eyes widen in fear as he feels himself getting stronger. But it's not _his _power. It's the _symbiote's _power, trying to take over his body.

"_No_! Stop!" Agent Venom exclaims, struggling to free himself from the symbiote's grip on his mind. He can tell that it's angry. He's neglected it for so long, but he did it to avoid something like _this_ happening. The teen can feel everything - it's power, it's rage, and he knows that he absolutely _can't _let it take him over. "But I can't... I can't hold on..."

_**Of course you can't, **_the symbiote hisses. _**We're stronger than you in every way.**_

Agent Venom knows that it's right. At this point, the symbiote is way too strong. It's rage and its anger must be fueling it - something that the teen doesn't have enough of to keep the symbiote away. Agent Venom closes his eyes, succumbing to its grip on his body.

"_**We're Venom now**_," the symbiote growls.

Venom turns towards the remaining Spider-Slayers, a devilish grin gracing its face as it extends tendrils from its arms. Venom projects the tendrils into two of the Spider-Slayers' bodies, using him to slam into the other robots. It slams them against the walls and the ceilings and the floors, completely destroying the room, and ridding the room of the last of the Spider-Slayers.

"_**We're more powerful than you ever were, Flash,**_" it says, knowing that Flash can hear. "_**Now you obey us**_."

Peter walks out of the lab, holding a completely finished EMP in his hands. His eyes scan the room, noticing the shattered windows and broken walls, along with the dozens of robots lying on the floor.

"_Wow_. Nice job Flash, but maybe next time you could do it with a little _less _damage?" He winces as a Stark Industries monitor crashes to the ground, shattering into a million pieces. "Okay, a _lot _less damage." Peter narrows his eyes when he turns to Flash, noticing something off about him. His body looks bigger, and he isn't responding.

"Hey... Flash? You alright in there?" Peter throws the EMP up in the air, webbing it to the wall with a strand of webbing. He slowly makes his way towards his friend, a worried expression on his face when he sees that he's breathing heavily. Peter reaches for his shoulder, "Flash, you okay-"

Venom grabs his arm, throwing him into the wall on the opposite side of the room. Peter lands with a _thud _against the wall, slumping down to the floor.

"_**There is only Venom**_," the symbiote hisses.

_What the?! Why didn't my spider-sense warn me about that? _Peter groans as he rises from the rubble, shaking dust off of himself as he looks up to face Venom. Now _this _is the Venom he knows. The one that took over Sam, Luke, Danny, and himself with they first encountered the symbiote, and the one that has constantly plagued the Osborn family.

As the teen tries to recover, Venom's hand comes into contact with Peter's neck, pinning him against the wall.

"Flash! I know you're in there!" Peter manages to say. "You can overpower it! You're strong enough! You just need to-" He lets out a gasp as the symbiote tightens its grip on his neck. "-Concentrate!"

Somewhere in the back of his head, Flash can hear Peter's words getting through to him. If Peter could overpower the symbiote, then so could he. He has to do it now, or else Peter will die, and he'll definitely be next and lose his mind to the symbiote.

_Peter's right_. _I am stronger than you_, he says to the symbiote. _I know I am. _He can feel it getting weaker and weaker, until Flash finally has control over his own body again.

He regains feeling in his arms and legs, but he also feels Peter go limp in his arm. _No_! Agent Venom shrinks down to regular size, dropping the barely-conscious teen to the floor.

"Uh... you okay?" is all he can think of saying. What is he _supposed _to say? He - or the symbiote - nearly choked the life out of one of his idols.

Peter gets up from the floor, placing his hand on Agent Venom's shoulder for support. "Eh... I've had worse days."

"Really?"

"No."

"Oh. Uh... sorry," Flash coughs, revealing his face under the symbiote. "I... lost control."

"But you got it back, which is what's important," Peter smiles. "Also I didn't die, so that's a plus too."

"Yeah, but... what if next time I _can't_ control it? What if I really hurt somebody?"

"Hey... come on man, don't think like that. I _know _you can control it. You just have to believe that you can," Peter replies softly. "Wow, this sounds like one of those cheesy speeches from movies, doesn't it?" he adds, gaining a laugh from Flash.

"Yeah, well... thanks. You helped me out today," Flash says, raising an eyebrow when Peter doesn't reply, too focused on something else. "Hey, what's wrong?" He follows Peter's gaze to the window, where the mass of Spider-Slayers that were once there are _gone_.

Flash walks up to the window, looking down to the city to get a better view. Not a single trace of the robots can be found, and his danger-sense isn't tingling either. They must have left, but where would they go? And why would they leave in the first place?

"Where did they go?" Flash asks, worry evident in his tone.

"I... I don't know," Peter frowns, shaking his head. _The Spider-Slayers are targeting anybody with my blood, right? Maybe Smythe can control when they attack. No, WHO they attack. Maybe there's another target... _He pauses for a few seconds before his eyes go wide, finally realizing what Smythe's motive is.

"Oh no..." The words come out shaky, as if Peter is too scared to say anything else. Flash frowns. He's never heard Spider-Man _scared_ before. Whatever it is, it _has _to be something bad. He looks to Peter, waiting for him to elaborate. But he never gets an answer, as Peter puts on his suit and mask, and grabs the EMP from the wall. He turns to the window, beginning to tear off the webbing that Flash used to seal the Spider-Slayers out of the window.

"Wait, dude, where are you going?" Flash asks. "I wanna come too."

"Sorry, Flash, but I think it would be better if you stayed here," he says. "I just figured out Smythe's motive, and now I know how to stop it. _We _were never the targets." He doesn't elaborate when Flash tilts his head to the side. "I'll explain when I get back. But first, I need to take a little field trip to the Helicarrier." And with that, he jumps out of the window, leaving Flash alone in the Tower.

* * *

><p><em>Two minutes earlier...<em>

Alistair Smythe stands in the middle of the broken down Helicarrier - the one that was destroyed during Spider-Man and the Goblin's fight. Its parts are worn down, and it no longer functions, which makes it the perfect hiding spot for Smythe - nobody pays attention to it anymore now that S.H.I.E.L.D. has a new Helicarrier up in the skies. When he first created the Spider-Slayers, their main goal was to capture Spider-Man. Obviously, now, his goal is different. With the Avengers and S.H.I.E.L.D. involved, he wouldn't have been able to pull it off anyway. And now the police are involved, due to that Gwen Stacy girl - she had definitely told her father about their conversation, but Alistair would have to deal with her later.

He watches as Spider-Man swings as fast as he can towards the Helicarrier. He must have noticed that the Spider-Slayers changed their route. But it is too late now. Everything is going according to plan so far. Nobody else suspected that Alistair has an ulterior motive in mind quick enough, and that will benefit him _and_ his partners. The attack has to be done by tonight, and then he won't have to worry about Spider-Man anymore.

Alistair scowls as he looks back to the skies, watching as his Spider-Slayers move towards the Helicarrier. They're slow, but they have enough of a head start on Spider-Man that they'll reach the aircraft before him. What _really _bothers him is the fact that his robots are being used as a distraction for a much bigger plan. He wanted people to cower in fear when they arrived - and now they are being used as decoys. But deep down, he knew his Spider-Slayers wouldn't be able to capture Spider-Man from the start. But that isn't their purpose. At least, not today.

"Spider-Slayers, change your target."

* * *

><p>Ava sits in a room on the Helicarrier, along with Nick, Coulson, and the rest of her teammates. She anxiously twiddles her fingers as she waits for Nick to finish speaking to Coulson and address the group.<p>

It's not that she doesn't believe Peter can defend himself, she's just scared. She's scared that he may get hurt worse than he usually does. He could barely hold his own against the Sinister Six when he first encountered them, but this is an _entire _robot army. At least Agent Venom is with him.

"_Oooooh_," Sam grins, nudging her on the shoulder. "Worried about your _booooy_friend?"

Ava glares at him with a look as cold as ice. "You'll have a reason tobe worried if you keep saying things like that," she scowls. "_Trust me_."

"Oookay, how about we just calm down," Luke says. "Sam, stop being annoying. And Ava... maybe you _shouldn't_ be so worried about Peter. He can take care of himself."

"Yeah, yeah, I know," she grumbles, folding her arms and leaning back in her seat. "I just wish I could do something instead of just sitting here."

"Dude, Peter's the one who's getting chased out there by robots. _He _should be worried. Oh, wait, his _girlfriend_ is already doing enough of that for him," Sam laughs.

"Oh yeah? At least Peter can _actually _get a significant other - not like you and MJ," Ava smirks. She knows the remark is childish, but she can't help herself. This _is _Sam Alexander she's talking to.

"What?! I do _not _like MJ!" Sam exclaims, his cheeks turning red.

"The colour of your face would say otherwise," Danny grins.

Coulson leaves the room, and Nick finally turns to the four teens seated at the table before him. He taps his hands twice on the table to get their attention. When they turn to him, Ava notices that his demeanor is serious. Something is clearly wrong.

"What's wrong, Director Fury?" she asks.

"Well, as you know, Alistair Smythe has set the Spider-Slayers on New York, particularly aiming to capture Spider-Man," Nick says as he folds his arms behind his back. "But we have reason to believe that he may be doing more than just that. Ever since he became the CEO of Oscorp, we've noticed that he's been getting in contact with many different villains in order to capture Spider-Man. And with the power to do that, we have every reason to believe that he has an ulterior motive."

"Ulterior motive? Like what?" Danny asks.

Just as the words leave his mouth, the Helicarrier lurches to the side. The action is so sudden that everybody is thrown to the floor. Ava gets up and runs to the window of the Helicarrier, her eyes widening in fear as she spots the Spider-Slayers tearing their way through the aircraft.

"Hey! Why are they here?" Sam exclaims, running over to Ava. "Is Peter here?"

The Helicarrier once again lurches, sending the two teens off balance.

"No, he's not," Nick answers. The team turns to him, confused looks on their faces. He answers the question they've all been thinking before they can even ask it, "I know that doesn't make any sense. Like I said before, we suspected he would do this, but we didn't have enough time to act on it. We'll have to make time now."

"Wait, didn't have enough time to act on _what_?" Luke asks.

"His ulterior motive. He's sent the Spider-Slayers here to break the Goblin out of his confinement."

* * *

><p><strong>AN: **Hey guys! Before I start, I just want to say I'm really really really sorry for not updating in over a month. I really don't have an excuse, other than I lost inspiration to write and school has been draining me physically and emotionally (Grade 11 English is not fun), but something hit me and now I'm back again :). Okay, now to recap on all the stuff I missed when I wasn't here: How are you guys? Have you been watching season 3 of Ultimate Spider-Man? I saw the first Spider-Verse episode, and it was awesome! How has school been for you (if you go to school)? Oh, I almost forgot to thank you guys for getting this fanfic to 100+ follows and favourites! I wouldn't be as happy as I am to write if it weren't for you guys. :)

**TheFemaleBen10: **Oh my gosh, I was doing the same thing! And I did it again in Second Chance Hero, because Peter was so so close to telling Harry! And for a little background on Nova and the GOTG, Nova's dad, Richard Rider (who is also Nova) was a part of the team in the comics, but I think he was cut from the movie.

**Nightshade1712: **Thank you, and no, sorry, I'm not accepting OCs.

**latinoheat151: **The episodes have returned, and now Spider-Verse is airing in the UK. Part one is already online, if you haven't already seen it :)! I heard that there's gonna be a Christmas episode later on, so maybe there could be romance there? I hope there is! Haha, I really love that song too, although I think I like Want You Back more ;).

**d36: **Thank you! :)

**ilikehats2: **Don't worry, you'll find out in this chapter. And oh my gosh, I looooooove Groot so so much!

**Story Stalkers: **Haha, I was actually thinking of making a joke like that too when I first posted that chapter. Looks like we have a similar sense of humour ;).

**spiderman1fan: **You'll see in this chapter!

**Ariana: **Thanks! I'm glad you enjoyed that!

**Guest: **Thank you :)!

**Nameguest: **For now, I don't think Gwen will be hooking up with anybody. I don't think every person in the fanfic needs to have a girlfriend/boyfriend! I think it'll be better for her character if she doesn't have a significant other :).

**Sport21: **You'll get your answer in this chapter ;). I loved GOTG too, and I love Rocket as well! I just saw your review that you left a couple hours ago and it made me really happy, since I was actually planning to update today, so thank you for that :)!

**thewriterstory: **Yes, I have plans for that to happen! :)

**Dr4g0nb411z: **I wouldn't exactly use the words "hit on", but yes, something like that will be happening ;). You'll just have to wait to see who it is.

**Silentman87: **Yup, I agree with you! And yeah, I actually really like Aracely and right now I'm not exactly sure, but I think she and Kaine will be showing up in the fanfic sometime!

**ArianandXaia: **Thank you! I've seen the movie twice too, and now I'm just waiting for it to come out on DVD so I can add it to TASM 2 and Cap 2!

**DisneyGirl10: **Thank you for leaving reviews on each chapter as you read through them! It was really nice to see what you thought as the story progressed :).

**Guest:** Thanks!

**Fishbowlbob: **Umm, right now, I guess, haha!

**Guest: **I agree with you somewhat, there's a point at which I start to find it annoying myself, haha. In the comic books, in the Ultimate universe, pretty much everybody knew Peter's secret, he was really bad at keeping it there. And if a single MJ is what you want, I can tell you that you won't be disappointed ;).

**-ThatOneGirl32**


End file.
